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4 Beacon Rd, Trafford Park,Stretford, Manchester M17 1AF
www.supreme.co.uk
Admission DocumentJanuary 2021
ELECTRONIC TRANSMISSION DISCLAIMER
IMPORTANT NOTICE: You must read the following disclaimer before continuing. The followingnotice applies to the attached document, which has been made available to you in electronic form, andyou are therefore advised to read this notice carefully before reading, accessing or making any otheruse of the attached document. In accessing the document, you agree to be bound by the followingterms and conditions, including any modifications to them from time to time, each time you receive anyinformation from us as a result of such access. You acknowledge that this electronic transmission andthe delivery of the attached document is confidential and intended only for you, and you agree you willnot forward, reproduce, copy, download or publish this electronic transmission or the attacheddocument (electronically or otherwise) to any other person. Failure to comply with this notice may resultin a violation of the US Securities Act of 1933, as amended (the “Securities Act”) or the applicablesecurities laws of other jurisdictions. Except as provided in this electronic transmission, neither thedocument, nor any copy of it, may be taken, transmitted, distributed or released, directly or indirectly, inor into the United States of America, Australia, New Zealand, Canada, Japan or South Africa or anyother jurisdiction in which the taking, transmission, distribution or release may be unlawful (or to anyresident thereof).
IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS ELECTRONIC TRANSMISSION AND THEATTACHED DOCUMENT, PLEASE DO NOT DISTRIBUTE, DISSEMINATE OR COPY THEINFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT, BUTINSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION AND THEDOCUMENT.
THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT MAY ONLY BE DISTRIBUTEDOUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND INRELIANCE ON, REGULATION S UNDER THE SECURITIES ACT OR OTHERWISE PURSUANT TOAN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ELECTRONIC TRANSMISSIONAND THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITHTHIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLELAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THEDOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTIONWHERE IT IS UNLAWFUL TO DO SO.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANYSTATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTIONPURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR OTHERWISE PURSUANT TOAN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
This electronic transmission, the attached document and the offer referred to therein, when made, areonly addressed to and directed at persons in member states (“Member States”) of the EuropeanEconomic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of theProspectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (“Qualified Investors”). In theUnited Kingdom, this document is addressed to, and is directed only at, “qualified investors” within themeaning of Article 2(e) of the Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 (as amended) and regulations made under that Act: (i) whohave professional experience in matters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”)and Qualified Investors falling within Article 49(2)(a) to (d) of the Order; and/or (ii) to whom it mayotherwise lawfully be communicated (all such persons together being referred to as “relevantpersons”). This document must not be acted on or relied on: (i) in the United Kingdom, by persons whoare not relevant persons; and (ii) in any Member State of the EEA, by persons who are not QualifiedInvestors. Any investment or investment activity to which this document relates is available only to:(i) in the United Kingdom, relevant persons; and (ii) in any Member State of the EEA, QualifiedInvestors; and (iii) persons to whom an offer of Placing Shares may otherwise be lawfully made, andwill be engaged in only with such persons.
Nothing in this electronic transmission or the attached document constitutes an offer of securities forsale in the United States of America, its territories and possessions, any State of the United States orthe District of Columbia (together, the “United States”). The securities referred to herein have not beenand will not be registered under the Securities Act, or other securities laws of the United States, andmay not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly,except pursuant to a registration statement that has been declared effective under the Securities Act orin transactions exempt from, or not subject to, the registration requirements of the Securities Act or anyother applicable securities laws of the United States.
Confirmation of your representation. By accepting electronic delivery of the attached document, youare deemed to have represented to Grant Thornton UK LLP (“Grant Thornton”) and Joh. Berenberg,Gossler & Co. KG, London Branch (“Berenberg”) and Supreme plc (the “Company”) that (i) you are,or are acting on behalf of an institutional investor outside the United States (as defined in Regulation Sunder the Securities Act); (ii) if you are in the United Kingdom, you are a relevant person; (iii) if you arein any Member State of the EEA, you are a Qualified Investor; (iv) if you are outside the United Kingdomand the EEA (and the electronic mail addresses that you gave us and to which this document has beendelivered are for accounts not located in such jurisdictions), you are a person into whose possessionthis document may lawfully be delivered in accordance with the laws of the jurisdiction in which you arelocated; (v) you acknowledge that this electronic transmission and the document is confidential andintended only for you and you will not transmit the document (or any copy of it or part thereof) ordisclose, whether orally or in writing, any of its contents to any other person; and (vi) you acknowledgethat you will make your own assessment regarding any legal, taxation, financial or other economicconsiderations with respect to your decision to subscribe for or purchase any of the securities referredto herein.
The attached document has been made available to you in an electronic form. You are reminded thatdocuments transmitted via this medium may be altered or changed during the process of electronictransmission and consequently none of the Company, Grant Thornton and Berenberg, nor any of theirrespective affiliates, directors, partners, officers, employees or agents, accepts any liability or responsibilitywhatsoever in respect of any difference between the document distributed to you in electronic format andany hard copy version. By accessing the attached document, you consent to receiving it in electronic form.A hard copy of the document will be made available to you only upon request.
Restriction. Nothing in this electronic transmission or the attached document constitutes, or may beused in connection with, an offer of securities for sale to persons other than the specified categories ofinstitutional investors described above and to whom they are directed, and access has been limited sothat they shall not constitute a general solicitation. If you have gained access to this transmissioncontrary to the foregoing restrictions, you will be unable to subscribe for any of the securities describedherein.
Neither Grant Thornton or Berenberg, nor any of their respective affiliates, nor any of their respectivedirectors, partners, officers, employees or agents, accepts any responsibility whatsoever for thecontents of this document or for any statement made or purported to be made by them, or on theirbehalf, in connection with the Company or the offer. Grant Thornton, Berenberg, their respectiveaffiliates and their respective directors, partners, officers, employees and agents accordingly disclaimall and any liability, whether arising in tort, contract or otherwise which they might otherwise have inrespect of such document or any such statement.
No representation or warranty, express or implied, is made by Grant Thornton, Berenberg, any of theirrespective affiliates or any of their respective directors, partners, officers, employees or agents as to theaccuracy, completeness, reasonableness, verification or sufficiency of the information set out in thisdocument. Grant Thornton and Berenberg are acting exclusively for the Company, and, in the case ofBerenberg, the Selling Shareholders and no one else in connection with the Placing referred to herein.Grant Thornton and Berenberg will not regard any other person (whether or not a recipient of thisdocument) as their client in relation to the Placing referred to herein and will not be responsible toanyone other than the Company for providing the protections afforded to their clients or for giving advicein relation to the Placing or any transaction or arrangement referred to herein.
You are responsible for protecting against viruses and other destructive items. Your receipt of theattached document via electronic transmission is at your own risk and it is your responsibility to takeprecautions to ensure that it is free from viruses and other items of a destructive nature.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or theaction you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other
independent adviser who is authorised under FSMA if you are in the United Kingdom, or, if outside the United Kingdom, from another appropriately authorised
independent adviser.
This document, which comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies, has been issued in connection with
an application for admission to trading on AIM of the entire share capital, issued and to be issued pursuant to the Placing, of Supreme plc. This document does
not constitute an offer or any part of any offer of transferable securities to the public within the meaning of section 102B of FSMA or otherwise. Accordingly,
this document does not constitute a prospectus for the purposes of section 85 of FSMA or otherwise and has not been drawn up in accordance with the
Prospectus Rules or filed with or approved by the FCA or any other competent authority.
Application has been made for the Shares to be admitted to trading on AIM (“Admission”). It is expected that Admission will become effective andthat trading in the Shares will commence on AIM at 8.00 a.m. on 1 February 2021.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or moreestablished companies. AIM securities are not admitted to the official list of the Financial Conduct Authority. A prospective investor should be awareof the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultationwith an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. Thenominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIMRules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document.
The Company and the Directors, whose names appear on page 9 of this document, accept responsibility individually and collectively for the information
contained in this document. To the best of the knowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure that such
is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.
The whole of this document should be read. Your attention is drawn in particular to Part III of this document entitled “Risk Factors”, which describescertain risks associated with an investment in Supreme plc.
Supreme plc(incorporated and registered in England and Wales under the Companies Act 1985
with registered number 05844527)
Placing of 5,597,015 New Shares and 44,776,120 Sale Sharesat 134 pence per Share
andAdmission to trading on AIM
Sole Global Coordinator Nominated Adviser and Broker
The Selling Shareholders are offering 44,776,120 Sale Shares in aggregate for sale under the Placing and the Company is offering to issue up to 5,597,015
New Shares pursuant to the Placing. All of the Shares, including the New Shares and the Sale Shares, will, on Admission, rank equally in all respects, including
the right to receive all dividends or other distributions declared, made or paid on the Shares after Admission.
Grant Thornton, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as
nominated adviser in connection with the Placing and Admission, and will not be responsible to any other person for providing the protections afforded to
customers of Grant Thornton or advising any other person in connection with the Placing and Admission. Grant Thornton’s responsibilities as the Company’s
nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange and not to
the Company, the Directors or to any other person in respect of such person’s decision to subscribe for or acquire the Sale Shares or New Shares in reliance
on any part of this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Grant Thornton by FSMA or the regulatory regime
established under it, Grant Thornton does not accept any responsibility whatsoever for the contents of this document, and no representation or warranty,
express or implied, is made by Grant Thornton with respect to the accuracy or completeness of this document or any part of it.
Berenberg, a firm which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and the Selling Shareholders as sole global coordinator and broker in connection with the
Placing and Admission, and will not be responsible to any other person for providing the protections afforded to customers of Berenberg or advising any other
person in connection with the Placing and/or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed on Berenberg by FSMA or
the regulatory regime established under it, Berenberg does not accept any responsibility whatsoever for the contents of this document, and no representation
or warranty, express or implied, is made by Berenberg with respect to the accuracy or completeness of this document or any part of it.
This document does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for publication or distribution in or into the United States, Canada, Australia, New Zealand, South Africa or Japan,
nor in any country or territory where to do so may contravene local securities laws or regulations. The distribution of this document in other jurisdictions may
be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Shares have not been and will not be
registered under the US Securities Act 1933, as amended nor under the applicable securities laws of any State of the United States or any province or territory
of Canada, Australia, New Zealand, South Africa or Japan. Accordingly, the Shares may not be offered or sold directly or indirectly in or into the United States,
Canada, Australia, New Zealand, South Africa, Japan or to any resident of the United States, Canada, Australia, New Zealand, South Africa or Japan. No public
offering of securities is being made in the United States. The Shares have not been approved or disapproved by the US Securities and Exchange Commission,
any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the
accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
Holding Shares may have implications for overseas shareholders under the laws of the relevant overseas jurisdictions. Overseas investors should inform
themselves about and observe any applicable legal requirements. It is the responsibility of each overseas shareholder to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents
which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other
taxes due in such jurisdiction.
Copies of the document will be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) at the
registered offices of the Company for one month from the date of this document. This document is also available on the Company’s website,
www.Supreme.co.uk.
IMPORTANT INFORMATION
General
This document should be read in its entirety before making any decision to subscribe for or purchasePlacing Shares. Prospective investors should rely only on the information contained in this document.No person has been authorised to give any information or make any representations other than ascontained in this document and, if given or made, such information or representations must not be reliedon as having been authorised by the Company, Grant Thornton or Berenberg or any of their respectiveaffiliates, officers, directors, partners, employees or agents. Without prejudice to the Company’sobligations under the AIM Rules for Companies, neither the delivery of this document nor anysubscription or purchase made under this document shall, under any circumstances, create anyimplication that there has been no change in the affairs of the Company or the Group since the date ofthis document or that the information contained herein is correct as at any time subsequent to its date.
Prospective investors in the Company must not treat the contents of this document or any subsequentcommunications from the Company, Grant Thornton or Berenberg or any of their respective affiliates,officers, directors, partners, employees or agents as advice relating to legal, taxation, accounting,regulatory, investment or any other matters.
If you are in any doubt about the contents of this document or the action you should take, you shouldimmediately seek your own personal financial advice from your stockbroker, bank manager, solicitor,accountant or other independent adviser who is authorised under the FSMA if you are in the UnitedKingdom, or, if you are outside the United Kingdom, from another appropriately authorised independentadviser.
The Company does not accept any responsibility for the accuracy or completeness of any informationreported by the press or other media, nor the fairness or appropriateness of any forecasts, views oropinions expressed by the press or other media or any other person regarding the Placing, theCompany and/or its subsidiaries. The Company makes no representation as to the appropriateness,accuracy, completeness or reliability of any such information or publication.
As required by the AIM Rules for Companies, the Company will update the information provided in thisdocument by means of a supplement to it if a significant new factor that may affect the evaluation of thePlacing by prospective investors occurs prior to Admission or if it is noted that this document containsany mistake or substantial inaccuracy. This document and any supplement thereto will be made publicin accordance with the AIM Rules for Companies.
This document is not intended to provide the basis of any credit or other evaluation and should not beconsidered as a recommendation, by the Company, the Directors, Grant Thornton, Berenberg or any oftheir respective representatives, that any recipient of this document should subscribe for or purchaseany of the Shares. Prior to making any decision as to whether to subscribe for or purchase any Shares,prospective investors should read the entirety of this document and, in particular, the section headed“Risk Factors”.
Investors should ensure that they read the whole of this document and not just rely on key informationor information summarised within it. In making an investment decision, prospective investors must relyupon their own examination (or an examination by the prospective investor’s FSMA authorised or otherappropriate advisers) of the Company and the terms of this document, including the risks involved. Anydecision to purchase Shares should be based solely on this document and the prospective investor’sown (or such prospective investor’s FSMA authorised or other appropriate advisers’) examination of theCompany.
Investors who subscribe for or purchase Placing Shares in the Placing will be deemed to haveacknowledged that: (i) they have not relied on Grant Thornton, Berenberg or any person affiliated witheither of them in connection with any investigation of the accuracy of any information contained in thisdocument for their investment decision; (ii) they have relied only on the information contained in thisdocument; and (iii) no person has been authorised to give any information or to make anyrepresentation concerning the Company or the Shares (other than as contained in this document) and,if given or made, any such other information or representation has not been relied upon as having beenauthorised by or on behalf of the Company, the Directors, Grant Thornton or Berenberg.
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None of the Company, the Directors, Grant Thornton, Berenberg or any of their respectiverepresentatives makes any representation to any subscriber or purchaser of Placing Shares regardingthe legality of an investment by such subscriber or purchaser.
In connection with the Placing, Grant Thornton, Berenberg and any of their respective affiliates, actingas investors for their own accounts, may acquire Shares, and in that capacity may retain, purchase, sell,offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Companyor related investments in connection with the Placing or otherwise. Accordingly, references in thisdocument to the Shares being offered, subscribed, purchased, acquired, placed or otherwise dealt withshould be read as including any offer to, or subscription, purchase, acquisition, dealing or placing by,Grant Thornton, Berenberg or any of their respective affiliates acting as investors for their ownaccounts. Neither Grant Thornton nor Berenberg intend to disclose the extent of any such investmentor transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Grant Thornton, Berenberg and any of their respective affiliates may have engaged in transactions with,and provided various investment banking, financial advisory or other services to, the Company, forwhich they would have received customary fees. Grant Thornton, Berenberg and any of their respectiveaffiliates may provide such services to the Company and any of its affiliates in the future.
Notice to prospective investors in the United Kingdom
This document is being distributed in the United Kingdom where it is directed only at persons who are“qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part ofEnglish law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and regulations madeunder that Act, and who are (i) persons having professional experience in matters relating toinvestments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (ii) high net-worth companies,unincorporated associations and other bodies within the meaning of Article 49 of the FPO and atpersons to whom it is otherwise lawful to distribute it without any obligation to issue a prospectusapproved by competent regulators. The investment or investment activity to which this document relatesis available only to such persons. It is not intended that this document be distributed or passed on,directly or indirectly, to any other class of person and in any event, and under no circumstances, shouldpersons of any other description rely on or act upon the contents of this document.
Notice to prospective investors in the European Economic Area
In relation to each Member State of the European Economic Area (“EEA”) (each a “Member State”),no Shares have been offered or will be offered pursuant to the Placing to the public in that MemberState prior to the publication of a prospectus in relation to the Shares which has been approved by thecompetent authority in that Member State, or otherwise in accordance with the Prospectus Regulation,except that offers of Shares to the public may be made at any time under the following exemptionsunder the Prospectus Regulation:
(1) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(2) to fewer than 150 natural or legal persons (other than qualified investors as defined in theProspectus Regulation) in such Member State; or
(3) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Shares shall require the Company or any other person to publish aprospectus pursuant to Article 21 of the Prospectus Regulation or supplement a prospectus pursuantto Article 23 of the Prospectus Regulation and each person who initially acquires any Shares or towhom any offer is made under the Placing will be deemed to have represented, acknowledged andagreed that it is a qualified investor within the meaning of the Prospectus Regulation.
Neither the Company, Grant Thornton nor Berenberg has authorised, nor does any of them authorise,the making of any offer of Shares in circumstances in which an obligation arises for the Company topublish a prospectus or a supplemental prospectus in respect of such offer.
For the purposes of this provision, the expression “an offer to the public” in relation to any offer ofShares in any Member State means a communication in any form and by any means presenting
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sufficient information on the terms of the offer and any Shares to be offered so as to enable an investorto decide to purchase or subscribe for the Shares, and the expression “Prospectus Regulation”means Regulation 2017/1129/EU.
Forward looking statements
Certain statements in this document are or may constitute forward looking statements, includingstatements about current beliefs and expectations of the Directors. In particular, the words “envisage”,“projects”, “expect”, “anticipate”, “estimate”, “may”, “should”, “plan”, “intend”, “will”, “would”, “could”,“target”, “believe” and similar expressions (or in each case their negative and other variations orcomparable terminology) can be used to identify forward looking statements. Such forward lookingstatements relate to matters that are not historical facts. They appear in a number of places throughoutthis document and include statements regarding the Board’s expectations of external conditions andevents, current business strategy, plans and the other objectives of management for future operationsand estimates and projections of the Group’s financial performance. Though the Board believes theseexpectations to be reasonable at the date of this document, they may prove to be erroneous. Forwardlooking statements involve known and unknown risks, uncertainties and other factors which may causethe actual results, achievements or performance of the Group, or the industry in which the Groupoperates, to be materially different from any future results, achievements or performance expressed orimplied by such forward looking statements. Prospective investors are strongly recommended to readthe risk factors set out in Part III of this document.
Any forward looking statement in this document speaks only as of the date it is made. Save as requiredby law or regulation or the AIM Rules for Companies, the Company undertakes no obligation to publiclyrelease the results of any revisions to any forward looking statements in this document that may occurdue to any change in the Board’s expectations or in order to reflect events or circumstances after thedate of this document.
Any forward looking statement in this document based on past or current trends and/or activities of theGroup should not be taken as a representation or assurance that such trends or activities will continuein the future. No statement in this document is intended to be a profit forecast or to imply that theearnings of the Group for the current year or future years will match or exceed the historical or publishedearnings of the Group.
Presentation of financial information
The consolidated historical financial information of the Group for the nine months ended 31 March 2019and the year ended 31 March 2020 in Part IV of this document, the historical financial information ofSupreme Imports for the two years ended 31 March 2019 in Part V of this document and unauditedinterim financial information of the Group in Part VI of this document has been prepared in accordancewith IFRS save for the requirement of IFRS 3 that a balance sheet as at the date of transition ispresented and this is therefore a departure from the requirements of IFRS.
The Group and Supreme Imports have historically reported under UK Generally Accepted AccountingPractice (“UK GAAP”). An explanation of the changes to the Group’s financial information on transitionfrom UK GAAP is presented in note 32 of Section B of Part IV of this document. An explanation of thechanges to Supreme Import’s financial information on transition from UK GAAP is presented in note 30of Section B of Part V of this document.
Non-IFRS and non-financial information operating data
Unless stated otherwise, all trading information included in this document not extracted from Supreme’shistorical financial information is extracted without material adjustment from the unaudited managementaccounts or internal financial reporting systems supporting the preparation of Supreme’s historicalfinancial information for the relevant periods. These management accounts and internal financialreporting systems are prepared in accordance with the principles of UK GAAP, using informationderived from accounting records used in the preparation of Supreme’s historical financial information.
Certain non-IFRS measures such as EBITDA and Adjusted EBITDA have been included in the financialinformation contained in this document as the Directors believe that these present important alternativemeasures with which to assess Supreme’s performance. These measures should not be considered as
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an alternative to revenue and operating profit, which are IFRS measures, or to other measures ofperformance under IFRS. In addition, the Company’s calculation of EBITDA and Adjusted EBITDA maybe different from the calculation used by other companies and therefore comparability may be limited.
Rounding
The financial information and certain other figures in this document have been subject to roundingadjustments. Therefore, the sum of numbers in a table (or otherwise) may not conform exactly to thetotal figure given for that table. In addition, certain percentages presented in this document reflectcalculations based on the underlying information prior to rounding and accordingly may not conformexactly to the percentages that would be derived if the relevant calculations were based on the roundednumbers.
Currency presentation
In the document, references to “sterling”, “£”, “penny”, “pence” and “p” are to the lawful currency of theUnited Kingdom, references to “€” and “euros” are to the lawful currency of certain of the countrieswithin the EU and references to “$” are references to the lawful currency of the United States. Unlessotherwise indicated, the financial information contained in this document has been expressed insterling. The Group presents its financial statements in sterling.
Market, industry and economic data
The data, statistics and information and other statements in this document regarding the markets inwhich the Group operates, or the Group’s position therein, are based on the Group’s records. In relationto these sources, such information has been accurately reproduced from the published information and,so far as the Directors are aware and are able to ascertain from the information provided by thesuppliers of these sources, no facts have been omitted which would render such information inaccurateor misleading.
This document includes market share and industry data and forecasts that the Company has obtainedfrom industry publications, surveys and internal company sources. As noted in this document, theCompany has obtained market and industry data relating to the Group’s business from providers ofindustry data and has obtained market data from the following reports:
Action on Smoking and Health (ASH). Fact Sheet: Use of e-cigarettes (vapes) among adults in GreatBritain. October 2020
Euromonitor Passport historical data and projections for Incandescent Lamps, Halogen Lamps, LinearFluorescent Lamps, Compact Fluorescent Lamps and Light-Emitting Diode Lamps for the UK
Euromonitor Passport historical data and projections for Light-Emitting Diode Lamps for Europe andthe UK
Euromonitor Passport historical data and projections for E-Vapour Products for Europe and the UK
Euromonitor Passport historical data and projections for E-Vapour Products for the UK
Euromonitor Passport historical data and projections for Sports Nutrition and Healthcare for the UK
Euromonitor Passport historical data and projections for Beauty and Personal Care for Europe andthe UK
Euromonitor Passport historical data and projections for Home Care for Europe and the UK
Mordor Intelligence industry report on Europe consumer battery report
Statista Battery and accumulator market in the United Kingdom
Market and industry data is inherently predictive and speculative, and is not necessarily reflective ofactual market conditions. Statistics in such data are based on market research, which itself is based onsampling and subjective judgments by both the researchers and the respondents, including judgmentsabout what types of products and transactions should be included in the relevant market. The value ofcomparisons of statistics for different markets is limited by many factors, including: (i) the markets are
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defined differently; (ii) the underlying information was gathered by different methods; and (iii) differentassumptions were applied in compiling the data. Consequently, the industry publications and otherreports referred to above generally state that the information contained therein has been obtained fromsources believed to be reliable, but that the accuracy and completeness of such information is notguaranteed and, in some instances, these reports and publications state expressly that they do notassume liability for such information. Specifically, neither Grant Thornton nor Berenberg has authorisedthe contents of, or any part of, this document and accordingly no liability whatsoever is accepted byGrant Thornton or Berenberg for the accuracy or completeness of any market or industry data which isincluded in this document.
No incorporation of website information
The contents of the Company’s website, any website mentioned in this document or any websitedirectly or indirectly linked to these websites have not been verified and do not form part of thisdocument and prospective investors should not rely on such information.
Interpretation
Certain terms used in this document are defined and certain technical and other terms used in thisdocument are explained at the section of this document under the heading “Definitions and Glossary”.
All times referred to in this document are, unless otherwise stated, references to London time.
All references to legislation in this document are to the legislation of England and Wales unless thecontrary is indicated. Any reference to any provision of any legislation or regulation shall include anyamendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa and words importing the masculinegender shall include the feminine or neutral gender.
Notice to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 ofCommission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementingmeasures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and anyliability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of theMiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares havebeen subject to a product approval process, which has determined that the Shares are: (i) compatiblewith an end target market of retail investors and investors who meet the criteria of professional clientsand eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through alldistribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Sharesmay decline and investors could lose all or part of their investment; the Shares offer no guaranteedincome and no capital protection; and an investment in the Shares is compatible only with investors whodo not need a guaranteed income or capital protection, who (either alone or in conjunction with anappropriate financial or other adviser) are capable of evaluating the merits and risks of such aninvestment and who have sufficient resources to be able to bear any losses that may result therefrom.The Target Market Assessment is without prejudice to the requirements of any contractual, legal orregulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding theTarget Market Assessment, Berenberg will only procure investors who meet the criteria of professionalclients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment ofsuitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor orgroup of investors to invest in, or purchase, or take any other action whatsoever with respect to, theShares.
Each distributor is responsible for undertaking its own target market assessment in respect of theShares and determining appropriate distribution channels.
6
CONTENTS
Page
PLACING STATISTICS AND EXPECTED TIMETABLE 8
COMPANY OFFICERS, REGISTERED OFFICE AND ADVISERS 9
DEFINITIONS 10
PART I INFORMATION ON THE GROUP 14
PART II REGULATORY ENVIRONMENT FOR E-CIGARETTES 33
PART III RISK FACTORS 40
PART IV HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP 55
PART V HISTORICAL FINANCIAL INFORMATION RELATING TO SUPREME IMPORTS 94
PART VI UNAUDITED INTERIM FINANCIAL INFORMATION OF THE GROUP 131
PART VII UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP 142
PART VIII TERMS AND CONDITIONS OF THE PLACING 144
PART IX ADDITIONAL INFORMATION 151
7
PLACING STATISTICS AND EXPECTED TIMETABLE
Placing Statistics
Placing Price per Sale Share 134 pence
Number of Existing Shares 110,005,000
Number of New Shares to be issued by the Company 5,597,015
Number of Employee Shares to be issued by the Company 897,965
Number of Sale Shares in the Placing (excluding the Employee Shares) 43,878,155(together the Placing Shares)
Placing Shares as a percentage of the aggregate of Enlarged Share Capital 37.66 per cent.
Number of Shares in issue following the Placing and Admission 116,499,980
Market capitalisation of the Company at the Placing Price following Admission(1) £156.1 million
Number of Shares in respect of which Options are outstanding on Admission 1,683,365
Fully diluted number of Shares immediately following Admission(2) 118,371,049
Gross proceeds of the Placing receivable by the Company £7.5 million
Estimated net proceeds of the Placing receivable by the Company(3) £5.6 million
TIDM SUP
ISIN GB00BDT89C08
SEDOL BDT89C0
Legal Entity Identifier (“LEI”) 213800DBHCI5WQWECL16
Notes:
(1) The market capitalisation of the Company at any given time will depend on the market price of the Shares at that time. There
can be no assurance that the market price of a Share will equal or exceed the Placing Price.
(2) Assuming all Options were capable of exercise, and had been exercised, as at Admission.
(3) After deduction of estimated commissions, fees and expenses payable by the Company of approximately £1.9 million.
Expected Timetable
Publication of this document 27 January 2021
Admission and commencement of dealings in the Shares on AIM 8.00 a.m. on 1 February 2021
Placing Shares credited to CREST accounts (where applicable) 8.00 a.m. on 1 February 2021
Despatch of definitive share certificates (where applicable) by 15 February 2021
All times are London, UK time. Each of the times and dates in the above timetable is indicative only andis subject to change without further notice.
8
COMPANY OFFICERS, REGISTERED OFFICE AND ADVISERS
Directors Paul Andrew McDonald, Non-executive Chairman Sandeep (Sandy) Singh Chadha, Chief Executive Officer Suzanne Gwendoline Smith, Chief Financial OfficerMark Richard Cashmore, Independent Non-executive DirectorSimon Martin Lord, Independent Non-executive Director
Company secretary Suzanne Smith
Registered office 4 Beacon RoadTrafford ParkManchester M17 1AF
Telephone Number 0161 872 5151
Website www.Supreme.co.uk
Nominated Adviser Grant Thornton UK LLP30 Finsbury SquareLondon EC2A 1AG
Joh. Berenberg, Gossler & Co. KG, London Branch60 Threadneedle StreetLondon EC2R 8HP
Legal advisers to the Company Beyond Corporate Limited2nd FloorCommercial Wharf6 Commercial StreetManchester M15 4PZ
Bird & Bird LLP12 New Fetter Lane London EC4A 1JP
BDO LLP3 Hardman Street SpinningfieldsManchester M3 3AT
IFRS accounting advisers Bennett BrooksSt George’s CourtWinnington AvenueNorthwich CW8 4EE
Registrars Equiniti LimitedAspect HouseSpencer RoadLancing BN99 6DA
PR advisers to the Company Vigo CommunicationsSackville House40 PiccadillyMayfairLondon W1J 0DR
Sole Global Coordinatorand Broker
Legal advisers to the NominatedAdviser and the Sole GlobalCoordinator and Broker
Auditors and ReportingAccountant
9
DEFINITIONS
Adjusted EBITDA earnings before profits from transactions in non-hedging foreignexchange derivative contracts, exceptional items, interest,taxation, depreciation, and amortisation
Admission the admission of the Shares, issued and to be issued pursuantto the Placing, to trading on AIM becoming effective inaccordance with Rule 6 of the AIM Rules for Companies
AIM the AIM market of London Stock Exchange
AIM Rules for Companies the AIM Rules for Companies published by London StockExchange from time to time (including, without limitation, anyguidance notes or statements of practice) and those other rulesof London Stock Exchange which govern the admission ofsecurities to trading on, and the regulation of AIM
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by LondonStock Exchange from time to time
Berenberg Joh. Berenberg, Gossler & Co. KG, London Branch, broker tothe Company and sole global coordinator
Board the board of Directors of the Company
B&M B&M European Value Retail S.A.
CAGR compounded annual growth rate
Companies Act the Companies Act 2006 (as amended)
Company Supreme plc (incorporated and registered in England and Walesunder the Companies Act with registered number 05844527)
COVID-19 the coronavirus disease 2019
CREST the computerised settlement system to facilitate the transfer oftitle of shares in uncertificated form, operated by Euroclear
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755)(as amended)
Directors the directors of the Company as at the date of this document,whose names appear on page 9 of this document
EBITDA earnings before interest, tax, depreciation and amortisation
EEA the European Economic Area
EMI Scheme the Supreme plc Enterprise Management Incentive Scheme2018 further details of which are set out in paragraph 5(a) of PartIX of this document
Employee Shares the 897,965 Shares to be issued to Supreme Nominees Limitedand to be sold pursuant to the Placing on behalf of employeesholding Options as described in paragraph 3(g) of Part IX of thisdocument
Enlarged Share Capital the issued share capital of the Company immediately followingAdmission comprising the Existing Shares, the New Shares andthe Employee Shares
ESG Environmental Social and Governance
10
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
Euromonitor Euromonitor International, a market research provider
Executive Directors the executive Directors of the Company as at the date of thisdocument, namely Sandeep Singh Chadha and SuzanneGwendoline Smith
Existing Shares the 110,005,000 Shares in issue at the date of this document
FCA or Financial Conduct Authority the Financial Conduct Authority of the United Kingdom
FSMA the Financial Services and Markets Act 2000, as amended
GMP Good Manufacturing Practice
Grant Thornton Grant Thornton UK LLP, nominated adviser to the Company
Group the Company and its subsidiaries and subsidiary undertakings(in each case as defined in the Companies Act)
Historical Financial Information the audited financial information of the Company for the ninemonths ended 31 March 2019 and the year ended 31 March2020 (as set out in Section B of Part IV of this document) and theaudited financial information of Supreme Imports for thetwo years ended 31 March 2019 (as set out in Section B ofPart V of this document)
HMRC Her Majesty’s Revenue and Customs
IFRS International Financial Reporting Standards as endorsed by theEuropean Union
ITEPA 2003 the Income Tax (Earnings and Pensions) Act 2003
LED light emitting diode
London Stock Exchange London Stock Exchange plc
Member State a member state of the EEA
MHRA the Medicines and Healthcare products Regulatory Agencywhich is an executive agency of the Department of Health in theUnited Kingdom
New Shares the 5,597,015 new Shares to be issued by the Company toplacees pursuant to the Placing
Non-Executive Directors the non-executive Directors of the Company (including theChairman) as at the date of this document, namely PaulMcDonald, Mark Cashmore, and Simon Lord
OEM original equipment manufacturer
Options rights to acquire Shares as described in paragraph 5 of Part IXof this document
Placing the conditional placing of the Placing Shares at the Placing Pricepursuant to the Placing Agreement
Placing Agreement the conditional agreement entered into on or about the date ofthis document between the Company, the Directors, the SellingShareholders, Berenberg and Grant Thornton, in relation to thePlacing of the Sale Shares and the New Shares and Admission,details of which are set out in paragraph 9 of Part IX of thisdocument
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Placing Price 134 pence per Sale Share
Placing Shares the New Shares and the Sale Shares
Primary Selling Shareholder Sandeep (“Sandy”) Singh Chadha
Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Prospectus Regulation Rules the prospectus regulation rules made by the FCA under Part VIof FSMA, as amended
Provider Distribution Provider Distribution Limited, a company acquired in February2020
QCA Quoted Companies Alliance
QCA Code the Corporate Governance Code published by the QCA andupdated from time to time
Sale Shares the 44,776,120 Shares to be sold by the Selling Shareholderspursuant to the Placing
Selling Shareholders the Primary Selling Shareholder, Sandy Chadha and AditiChadha as trustees of the Chadha Discretionary Trust 2020 andSupreme Nominees Limited (selling Employee Shares on behalfof a number of employees holding Options, further details ofwhich are set out in paragraph 3(g) of Part IX of this document)
Senior Managers Andrew Beaumont, Dan Clark, Michael Holliday, and DavidNeilson
Shareholders holders of Shares for the time being
Shares ordinary shares of 10 pence each in the capital of the Company
SI Holdings SI Holdings (Jersey) Limited, a company incorporated in Jersey(registered number 121655) and having its registered office at11 Bath Street, St Helier, Jersey JE2 4ST Channel Islands whichis a wholly owned subsidiary of the Company
SKU stock keeping unit
Supreme as the context shall so admit means the Company and/or all orsome of the members of its Group or (insofar as it relates to anyperiod prior to 24 August 2007) to Supreme Imports (Wholesale)Limited (incorporated and registered in England and Walesunder the Companies Acts 1948 to 1967 with registered number01216520) and/or any of their respective businesses from timeto time
Supreme Imports Supreme Imports Limited (incorporated and registered inEngland and Wales under the Companies Act 2006 withregistered number 05292196), a subsidiary of the Company
Symbol Group Retailer an independent retailer that is a member of a larger organisationknown as a symbol group. The symbol group retailer sectorcomprises all independent and multiple retailers who areaffiliated to a symbol, fascia or franchise group
Takeover Code the City Code on Takeovers and Mergers published by theTakeover Panel, as amended
Takeover Panel the UK Panel on Takeovers and Mergers
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TPD the European Union’s Tobacco Products Directive (2014/40/EU)implemented in the UK through the Tobacco and RelatedProducts Regulations 2016
Shares recorded on the register of members of the Company asbeing held in uncertificated form in CREST and title to which, byvirtue of the CREST Regulations, may be transferred by meansof an instruction issued in accordance with the rules of CREST
£ and p United Kingdom pounds Sterling and pence, respectively
uncertificated or in uncertificatedform
13
PART I
INFORMATION ON THE GROUP
1. Introduction
Supreme is a leading manufacturer, supplier and brand owner of fast moving consumable goods.
Through its vertically integrated platform spanning from product development and manufacturing
capabilities to an extensive retail distribution network Supreme offers a route to market for well-known
global brands. Today, Supreme supplies products across five product categories, namely batteries
(through distribution agreements and arrangements), lighting (through licensing agreements), vaping
(predominantly own brand), sports nutrition & wellness (through own brands and contract
manufacturing agreements) and branded household consumer goods (through distribution
arrangements).
Supreme has long-established relationships with well-known global brands, including Duracell,
Panasonic, Energizer and JCB. The Group has obtained international distribution and licensing
agreements to develop and expand battery and/or lighting categories for these world-wide recognised
brands and has successfully developed sales through its diverse distribution network. Since 2010, the
Group has sold over £450 million’s worth of battery and lighting products and has created strong sales
and marketing relationships with its retail customers, which have approximately over 10,000 branded
retail outlets as well as thousands of independent stores. In the financial year ended 31 March 2020
Supreme sold approximately 200 million batteries and approximately 23 million individual lighting
products.
Supreme has a history of product and brand development which has driven the expansion of its
portfolio. The business has grown its offering from branded distribution, through licences with minimum
purchases to in-house manufacturing for its own brands and for third parties.
Since 2013, the Group has developed and, from 2016, has manufactured a broad range of vaping
products, predominantly under the 88Vape brand. Leveraging the Group’s long-standing distribution
and retail relationships, the Directors believe Supreme has become the largest producer of e-liquids by
volume in the UK with an estimated market share of approximately 30 per cent. of bottles sold. In 2018,
the Group added a sports nutrition and wellness range of products including sports nutrition powders
and wellness supplements which it manufactures in house or using third-party contract manufacturers;
and in 2020 the branded household consumer goods category was added to its portfolio.
Since September 2019 the Group has manufactured an average of over 250,000 bottles of e-liquid per
working day at its clean room manufacturing facility in Manchester and in the financial year ended
31 March 2020 sold approximately 45 million bottles of e-liquid, 794,200 vaping hardware kits and
approximately 2.6 million items of other accessories and hardware. In the financial year ended
31 March 2020 Supreme sold approximately 2.6 million sports nutrition and wellness products.
The Group’s warehouse, manufacturing clean rooms and distribution facility, which is based at Trafford
Park in Manchester, offers more than 200,000 square feet of space for the Group’s use. This facility was
significantly improved and expanded in 2018, increasing manufacturing capacity to over 290 million
bottles of e-liquid per annum.
Growth in Supreme’s in-house manufacturing of own brands in the vaping (including 88Vape) and
sports nutrition & wellness categories, in conjunction with increased direct to consumer online
distribution, has been driving margin expansion in recent years.
Central to Supreme’s business model is the Group’s established and growing network based on six
core channels, which are:
• Discount Retailers – including B&M, Home Bargains, Poundland, The Range, Matalan, Sports
Direct and Heron Foods;
• Wholesalers, e-tailers and Symbol Group Retailers – including Booker, Londis, SPAR, Bestway,
and Costcutter;
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• Supermarkets and high street – including Asda, Halfords, and Iceland;
• International customers – including Babou – the French discount chain with more than 95 stores;
• Public Sector – HM Prison & Probation Service and the Scottish Prison Service; and
• Direct to consumer online.
The Group services a customer base of over 3,300 active business accounts including retail customers
which have approximately over 10,000 branded retail outlets and thousands of independent stores.
Supreme is also expanding its export sales and currently sells to retailers, e-tailers and wholesalers in
over 45 countries. The Group benefits from a diverse customer base with the largest single customer
representing approximately 23 per cent. and 15 per cent. of total revenue for the year ended 31 March
2020 and 6 months ended 30 September 2020 respectively.
The Group’s online offering is a key focus for Supreme. The Group has recently accelerated the shift
to online sales through its own business-to-business online platform, Supremeoffers.co.uk, where the
Group provides goods to approximately 1,000 online business accounts. In addition, Supreme has
increasingly been selling products direct to consumers through its own online websites such as
88vape.com and ledhut.co.uk where it has approximately 50,000 active accounts. The Group also sells
a number of products through Amazon and eBay international selling programmes.
The Group has a sustained track record of sales growth and profitability and strong cash generation.
The Group’s revenues amounted to £92.3 million in the year ended 31 March 2020 with a CAGR of
17 per cent. between 2015 and 2020. The Group generated Gross Profit for the year ended 31 March
2020 of £26.8 million with a CAGR of 34 per cent. between 2015 and 2020, and Adjusted EBITDA for
the year ended 31 March 2020 increased to £16.2 million representing a CAGR of 52 per cent. between
2015 and 2020.
For the six month period to 30 September 2020, the Group recorded unaudited revenues of
£56.3 million and unaudited Adjusted EBITDA of £8.4 million, an increase over the prior period of
43 per cent. and 21 per cent. respectively demonstrating highly resilient revenue and profit growth.
The Company is seeking to raise £7.5 million (before expenses) through the Placing, the proceeds of
which will be used to fund repayment of bank debt of £7.5 million. In addition, the Placing will raise
£60.0 million (before expenses) for the Selling Shareholders. Further details of the Placing are set out
in paragraph 16 of this Part I.
2. History and background
The business was established in 1975 by Mr GS Chadha, the father of Sandy Chadha (the Company’s
Chief Executive Officer), as a general sales and small wholesaler of goods such as watches, radios,
and clocks. Supreme first entered the consumer battery distribution market in the early 1990s and has
been an official distributor for Panasonic Batteries since 1993, Duracell since 1994, and Energizer since
1998. Supreme also entered the film and videotape distribution business in 2002. In 1998, the Group
moved to a distribution facility in Trafford Park of over 10,000 square feet to support the expansion of
the business. Supreme further expanded the space available to approximately 33,000 square feet in
2001.
In 2003, Sandy Chadha formed part of a private equity backed buy-out of Supreme where he held a
minority interest. The Group expanded its Trafford Park site in 2005 to encompass more than
50,000 square feet of warehouse and office space. In 2007, after a period of sales decline, Sandy
Chadha supported the cash purchase by Supreme Imports Limited of the business and assets of
Supreme Imports (Wholesale) Limited from administrators in August 2007.
In February 2008, the Group completed a takeover of Lazoron plc to increase its market share in the
battery market. In 2009, Supreme entered the consumer battery manufacturing market and entered into
a licence to allow the manufacture, production and distribution of batteries under the JCB brand.
Under Sandy Chadha’s leadership, in 2009 the Group diversified its product range to include the
distribution of lighting products. Supreme had successfully obtained a manufacturing licence from
Eveready in 2007 to develop and launch a new range of lighting products under its brand for distribution
in the UK market and those products were first launched in 2009. This was followed by Energizer in
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2013 granting an international manufacturing licence to Supreme to apply the Energizer brand to light
bulbs which was subsequently expanded to incorporate light fittings in 2015. Building on the relationship
with JCB for batteries, in 2016 Supreme obtained a licence to produce and distribute LED light bulbs
under the JCB brand, providing the Group with a varied portfolio of lighting products for the UK, Ireland
and Malta.
In 2013, Supreme entered the vaping market by launching its first vaping brand, KiK, which was
followed by the value focused brand, 88Vape, in 2014, which has grown significantly and now
contributes the majority of sales in the Group’s vaping product category. The Group’s clean room
manufacturing facility at its Trafford Park base was opened in 2016 to take control of its own product
supply and the Group expanded into the contract manufacture of e-liquids for third parties in 2017. This
facility was significantly improved and expanded in 2018, increasing manufacturing capacity to over 290
million bottles of e-liquid per annum.
Consistent with its strategy of expanding its portfolio of products into verticals amenable to distribution
through existing customer relationships, Supreme entered the sports nutrition and wellness market in
February 2018 by acquiring manufacturing equipment to allow it to produce a range of protein powders.
The Group has expanded this offering to include other related products such as protein bars and vitamin
supplements initially produced by third parties under the Group’s own and licenced brands. In respect
to vitamins, the Group currently packages these products in-house and the Directors intend to bring
more of the manufacturing process in house in the short term.
The Group more recently enhanced its range of lighting products and its direct to customer offering
through the acquisition of the trade and assets of LED Hut Limited in 2019 which includes the online
store, ledhut.co.uk, and in November 2019 acquired AGP Trading B.V., a wholesaler and importer of
LED light bulbs to supermarkets in the Benelux market. In February 2020 Supreme acquired the issued
share capital of Provider Distribution Limited, a distributor of branded household and cleaning products,
and in October 2020 acquired the issued share capital of GT Divisions Limited, a supplier of protein bar
snacks under the “Battle Snacks” brand.
3. Trading activities
The Group operates five primary categories, namely Batteries, Lighting, Vaping, Sports Nutrition &
Wellness, and Branded Household Consumer Goods. Operations are principally based in Manchester,
including, customer services, marketing, accounting, and distribution via the Trafford Park distribution
facility, and manufacturing for e-liquids and sports nutrition wellness products.
Product categories
Batteries
Since Supreme entered the consumer battery market in the early 1990s, the Director’s believe it has
grown to become one of the largest independent branded consumer battery distributors by number of
batteries sold in the UK with a market share estimated at approximately 21 per cent. supplying
approximately 200 million batteries in the 12 months to November 2020. Supreme has held a
distribution relationship with Panasonic since 1993, Duracell since 1994, and Energizer since 1998 in
addition to an 11 year exclusive licensing relationship with JCB and a 7 year relationship with Philips.
Whilst batteries are predominantly sourced by the Group directly from the brands, Supreme provides
white label batteries to a major UK supermarket. The Group has also developed higher margin models
for licensing and contract manufacturing where, in return for a royalty, Supreme manufactures batteries
using third parties and distributes licenced branded consumer batteries.
The Battery category represented approximately 34 per cent. of Group revenues for the year ended
31 March 2020 and approximately 26 per cent. of Group revenues for the six month period ended
30 September 2020. For the year ended 31 March 2020, sales of the four bestselling distributed brands
of battery products represented approximately 34 per cent., 18 per cent., 16 per cent. and 8 per cent.
of battery category revenues, with licence and white label sales representing 16 per cent. and 6 per
cent. of battery category revenues. For the year ended 31 March 2020, the largest customer and three
largest customers represented approximately 12 per cent. and 26 per cent. respectively of Battery
category revenues (for the year ended 31 March 2019, 12 per cent. and 24 per cent. respectively).
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Lighting
Supreme’s lighting category distributes a wide range of products to the retail and trade markets,
including LED light bulbs, internal and external light fittings, and smart lighting with approximately 23
million light bulbs supplied each year. Supreme entered the lighting sector in 2009 by leveraging
existing customer relationships and existing supplier relationships with battery brands such as
Energizer and Eveready. Building on these relationships, the Group established international licensing
agreements with Eveready, Energizer and JCB to launch a range of lighting products where, in return
for a royalty, Supreme procures the manufacture of lighting products using third parties in the Far East
and distributes Eveready, Energizer and JCB branded lighting products. Supreme also provides white
label lighting products to a major discount retailer. The Group also supplies a range of OEM lighting
products with custom branded packaging and point of sale displays.
In 2019 the Company acquired the trade and assets of LED Hut Limited, an established supplier of LED
lighting to trade and online, predominantly via its own brand Lumilife, allowing the Group to significantly
expand its range of LED products to replace the less efficient light bulbs which are being phased out
by European regulation.
The Lighting category represented approximately 27 per cent. of Group revenues for the year ended 31
March 2020 and approximately 20 per cent. of Group revenues for the six month period ended
30 September 2020. Revenues grew at an 18 per cent. CAGR between 31 March 2015 and 31 March
2020. For the year ended 31 March 2020, sales of the three bestselling brands of lighting products
represented approximately 39 per cent., 28 per cent. and 7 per cent. of lighting category revenues, with
white label, light fittings and own label representing 11 per cent., 8 per cent. and 4 per cent. of lighting
category revenues. For the year ended 31 March 2020, sales from the largest customer and three
largest customers represented approximately 35 per cent. and 55 per cent. respectively of Lighting
category revenues (for the year ended 31 March 2019, 29 per cent. and 52 per cent. respectively).
Vaping
Vaping is a next generation nicotine and/or flavour delivery product that is an alternative to tobacco. The
Group’s vaping products use a battery powered device to heat an e-liquid solution to create a vapour
containing propylene glycol, vegetable glycerin, and flavourings, with or without nicotine, that are
designed to be inhaled. Supreme first entered the vaping market in 2013 after identifying the opportunity
to create vaping products that could be distributed through existing relationships held by the Group.
Supreme provides a vertically integrated offering to the vaping sector distributed to more than 10,000
branded retail outlets:
• E-liquids – having initially imported vaping products from the Far East, the Group opened its own
UK based e-liquid manufacturing facility in 2016 and is now, the Directors believe, one of the
largest producers of e-liquids in the UK by volume manufacturing approximately 45 million bottles
in the year ended 31 March 2020 and having recently expanded the manufacturing plant’s
production capacity to be able to produce over 290 million bottles per year. Supreme’s
manufacturing facilities include an on-site clean room for blending and production activities which
is compliant with EU TPD and has an ISO Class 7 accreditation from Connect2 Cleanrooms.
Supreme has an extensive product e-liquid product range with over 400 SKU’s across all
manufactured brands. For the year ended 31 March 2020, sales of e-liquids represented
approximately 71 per cent. of all vaping category revenues, with 88Vape e-liquids, the Group’s
primary vaping brand, representing approximately 94 per cent. of all e-liquids revenues for the
same period with the remainder being the KiK own brand and contract manufacturing for third
parties.
• Hardware – the Group currently procures the manufacture, importation, and distribution of own
and customer branded vaping hardware (such as vaping pens, pods and modification kits)
from China. For the year ended 31 March 2020, sales of hardware represented approximately
16 per cent. of all vaping category revenues.
• Pre-filled – Supreme designed a bespoke product range of pre-filled cartridges specifically for
HM Prison & Probation Service which were first supplied in 2019 with the potential to expand the
offering to new customers. With manufacturing currently split across in house and with a China
based third party, the Group intends to bring the production of these bespoke pre-filled cartridges
in-house in the short term which is expected to materially improve margins on this product. For
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the year ended 31 March 2020, sales of pre-filled represented approximately 8 per cent. of all
vaping category revenues.
The Group also supplies a small number of varied products containing cannabidiol (“CBD”), although
these contribute a de minimis amount to Group revenues.
88Vape is the Group’s primary vaping brand launched in 2014 and was initially designed for supply into
discount and single price retailers but has subsequently evolved into a market leader targeting a wider
consumer base. The product consists of both vaping hardware and e-liquids and is currently distributed
to a broad range of retailers and discount retail chains (for example Asda, B&M, Home Bargains,
Iceland, Poundland and Bestway, Londis, Costcutter, QD Stores, The Range and Original Factory
Shop), specialist vape stores (for example Vape Club and Electronic Tobacconist), HM Prison &
Probation Service and the Scottish Prison Service (indirectly), and direct online sales to the consumer
via the Group’s own-branded website, 88vape.com.
Direct to consumer sales of 88Vape products have shown significant growth and recorded over
7,000 new customers per month with a 19 per cent. conversion rate and an average basket size of £18
for the period January to September 2020.
Through the Group’s in-house research and development and testing capabilities within its Trafford
Park facility, the Group can create new flavour combinations which allows the Group to respond quickly
to changing consumer demands and trends. The Group has developed and is currently producing over
60 flavours of e-liquids in varying nicotine strengths all of which are registered with the MHRA.
The Vaping category represented approximately 31 per cent. of Group revenues for the year ended
31 March 2020 and approximately 34 per cent. of Group revenues for the six month period ended
30 September 2020. Revenue grew at a 27 per cent. CAGR between 31 March 2018 and 31 March
2020. For the year ended 31 March 2020, sales from the largest customer and largest three customers
represented 28 per cent. and 55 per cent. respectively of vaping category revenues (for the year ended
31 March 2019, 30 per cent. and 60 per cent. respectively).
Sports Nutrition & Wellness
Supreme entered the sports nutrition and wellness market in February 2018 by acquiring manufacturing
equipment to allow it to produce a range of protein and other sports powders and has since expanded
its capabilities to include other nutrition products such as protein bars, snacks, drinks and vitamin
supplements which are sold in approximately 1,000 stores across the UK. The category now includes
own label brands (including Protein Dynamix and gonutrition) in addition to contract manufacturing a
range of protein powders, snacks and drinks which are retailed exclusively by B&M. Supreme recently
entered the vitamin supplements market and in October 2020 acquired GT Divisions Limited, a
business that markets and sells a range of low sugar high protein snacks under the brand of Battle
Snacks. The Group has also secured orders to supply sports nutrition and wellness products to HM
Probation & Prison Service and the Scottish Prison Service.
The Sports Nutrition & Wellness category represented approximately 5 per cent. of Group revenues for
the year ended 31 March 2020 and approximately 4 per cent. of Group revenues for the six month
period ended 30 September 2020. Revenues grew by 108 per cent. between 31 March 2019 and
31 March 2020. For the year ended 31 March 2020, sales from the largest customer and three largest
customers represented 48 per cent. and 73 per cent. respectively of Sports Nutrition & Wellness
category revenues (for the year ended 31 March 2019, 64 per cent. and 90 per cent. respectively).
Branded Household Consumer Goods
Supreme supplies a wide range of branded household consumer goods through its sales channels.
Whilst the Branded Household Consumer Goods category represented approximately 2 per cent. of
Group revenues for the year ended 31 March 2020, the acquisition of Provider Distribution in February
2020 is anticipated to materially increase the scale of the category and for the six month period to
30 September 2020, represented approximately 16 per cent. of Group revenues. For the year ended
31 March 2020, a period primarily before ownership by the Group, Provider Distribution reported
unaudited revenue of £13.2 million at a 9.9 per cent. gross margin.
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Provider Distribution is a wholesaler of branded toiletries (for example Oral-B and Colgate toothpaste,
Dove soap, Head & Shoulders shampoo) and household products (for example Domestos, Ariel and
Pledge cleaning products) with a focus on discount retailers, wholesalers and convenience stores and
provides a high degree of crossover with the Group’s existing customers strengthening existing
relationships by increasing basket size.
Channels to market
The Group has six primary channels to market for its products: (1) wholesale, e-tail and Symbol Group
Retailers (2) discount retailers (3) supermarkets (4) international customers (5) public sector and
(6) direct to consumer online. Whilst the customers for each product category overlap, there remains
significant opportunity for further cross selling of Supreme’s products across customer relationships.
• Wholesale, e-tail and Symbol Group Retailers
The heritage of the business was the supply of batteries to wholesalers and symbol group
retailers. This extensive customer base is long term and provides a stable and balanced
distribution network with a well-established geographic footprint across the UK. Wholesale
customers include Booker, Bestway, Bunzl and a global tobacco company. Symbol Group Retail
customers include Londis, Spar, and Costcutter. Supreme also services the retail market through
a trade focused portal on its website which facilitates direct orders, allowing business customers
to re-stock multiple products in a single order. In the year ended 31 March 2020, 22 per cent. of
Group sales were to wholesale, e-tail and symbol group retailers.
• Discount retailers
The business extended to serving discount retailers where Supreme is now an established
supplier of batteries, lighting, sports nutrition and wellness products, and vaping products. The
Directors believe that Supreme is now positioned with leading battery brands as an important
channel to the discount market which has experienced strong and consistent growth in recent
years. The strength of the discount retail customer base has supported the rapid growth of the
Group’s vaping products sales and continues to provide an opportunity for further product
extension. Discount retail customers include Home Bargains, B&M, Poundland, The Range and
Sports Direct. In the year ended 31 March 2020, approximately 47 per cent. of Group sales were
to discount retailers.
• Supermarkets and high street
Supreme is achieving increased penetration into supermarkets. The Group supplies white label
and own brand licensed products, such as batteries, and 88Vape products. Supermarket
customers include Asda and Iceland. In the year ended 31 March 2020, approximately 12 per
cent. of Group sales were to supermarkets and high street retailers.
• International customers
Supreme has a growing portfolio of international customers across all product categories. In the
year ended 31 March 2020, the Group sold products to over 300 distributors in more than 45
countries, including Babou – the French discount chain with more than 95 stores. In the year
ended 31 March 2020, approximately 10 per cent. of Group sales were to international
customers.
• Public sector
The Group currently supplies 88Vape products to HM Prison & Probation Service and the
Scottish Prison Service facilitated through a wholesale customer. This relationship has enabled
Supreme to cross sell protein products to these customers. In the year ended 31 March 2020,
approximately 3 per cent. of Group sales were indirectly made to the public sector.
• Direct to consumer online
The Group has direct sales to consumers, through online retail stores selling batteries, lighting,
and vaping products. The recent acquisition of LED Hut Limited has provided the Group with a
significantly larger direct to consumer channel for lighting products. The sale of products online
has grown significantly with revenues for the year ended 31 March 2020 of £3.63 million
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representing a 117 per cent. increase on prior year and this growth accelerated further during the
COVID-19 movement restrictions in the UK in 2020. In the year ended 31 March 2020,
approximately 4 per cent. of Group sales were direct to consumer online. Total sales online (e-tail
plus direct sales to consumers) in the year ended 31 March 2020 represented 8 per cent. of
Group sales.
On a revenue geographic basis, the UK, Rest of Europe and the Rest of the World represented
89 per cent., 9 per cent. and 1 per cent. respectively of Group revenues for the year ended 31 March
2020 (86 per cent., 13 per cent. and 1 per cent. respectively for the year ended 31 March 2019).
4. Market overview and competition
Batteries
Statista estimates the UK battery market was £609.9 million in 2019 and Mordor Intelligence expects
the overall European market to grow by a CAGR of 8.6 per cent. over the next 5 years, however the
Directors believe that the majority of this growth will come from battery types outside the Group’s core
products. Competitors to the Group include battery brands selling directly to customers and distribution
businesses such as Anand International Limited and Baruch Enterprises Limited.
Lighting
According to Euromonitor, the European retail market size for LED light bulbs in 2019 was estimated at
approximately £3.0 billion, 13 per cent. of which is related to the UK market and is projected to grow to
approximately £4.3 billion in 2022, 13 per cent. of which is expected to relate to the UK market. The
lighting market has been significantly impacted by regulation with incandescent bulbs and
non-directional halogen lamps already being phased out with the objective of forcing consumers to
purchase more energy efficient LED lighting products.
The Directors believe price competition for LED lighting products benefits value brands such as
Energizer and Eveready, the lighting category’s two largest brands. The Group’s competitors include
brands selling directly to customers, and distribution and manufacturing businesses such as Status
International UK Limited.
Vaping
According to Euromonitor, the European vaping market is estimated to be worth approximately
£5.3 billion in 2019 (40 per cent. of which is related to the UK market) and is projected to grow to
approximately £6.8 billion in 2022 (45 per cent. of which is related to the UK market), a CAGR of
8.7 per cent. The market has seen strong growth, particularly within discount channels and online.
Market growth is being driven by increasing numbers of smokers using vaping as a means of giving up
smoking, general awareness of vaping as a safer alternative to smoking alongside endorsements by
UK public health bodies, wider access to products both on the high street and online and, the Directors
believe, innovation within the category.
The vaping market is fragmented, with a number of different manufacturing models being followed by
competitors which include (i) manufacture own brand and white label (ii) manufacture own brand only
(iii) brand only with no manufacturing and (iv) big tobacco owned brands which both manufacture and
outsource to white label manufacturers. The 88Vape brand is positioned as a high quality value brand
which provides clear differentiation from other market participants that show higher retail price points
for their products. Based on more than 1 million estimated users of 88Vape products, the Directors
believe that 88Vape is the leading value vaping brand in the UK.
Sports Nutrition & Wellness
The UK sports nutrition market is experiencing strong growth because of several structural drivers.
These include increasing health awareness in an ageing population, a shift in the demographic base
consuming sports nutritional products to lifestyle and recreational users, and the impact of ecommerce
and online sales providing variety, convenience, and information to consumers. According to
Euromonitor in 2019, the European retail value for sports nutrition products (including protein bars,
powders and sports protein ready to drink and non-protein products) was estimated at approximately
£2.7 billion and is forecast to grow to approximately £3.2 billion by 2022, a CAGR of 6 per cent. The
value of the European healthcare supplements market, comprising vitamins, dietary supplements,
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weight management and supplements, was estimated at approximately £12.6 billion in 2019 and is
forecast to grow to approximately £14.8 billion in 2022, a CAGR of 5 per cent.
Branded Household Consumer Goods
According to Euromonitor the UK retail market size for Home Care and Beauty & Personal products was
estimated at approximately £4.0 billion and £13.2 billion respectively in 2019. Within the Home Care
market, Laundry Care is the largest proportion of retail value with £1.8 billion in 2019 and within the
Beauty & Personal care market Skin Care and Fragrances are the largest subsectors with £3.0 billion
and £1.9 billion, respectively, of retail value in 2019. The fastest growing subsector in the Home Care
market is expected to be Surface Care with an estimated growth from 2019 to 2020 of 8 per cent. and
a 3.6 per cent. CAGR from 2019 to 2022 driven by increased use of surface disinfectants on account
of the COVID-19 pandemic.
5. Business operations
Corporate structure
The Company has two primary wholly owned trading subsidiaries: VN Labs Limited and Supreme
Imports Limited. VN Labs Limited is responsible for all manufacturing operations for the Group and
sources raw materials and employs all manufacturing labour. Manufactured finished goods are then
usually sold to Supreme Imports Limited, the primary customer of VN Labs Limited. Supreme Imports
Limited is responsible for most onward sales to customers of both manufactured and bought-in products
across all ranges.
Distribution and warehousing
The Group’s headquarters are located at its manufacturing, warehouse and distribution facility in
Trafford Park, Manchester at which it has available to it more than 200,000 square feet. The Group has
a warehouse management system which enables Supreme to dispatch approximately 2,000 orders
each day from its Trafford Park distribution facility, servicing approximately 53,000 active retail and
online customer accounts each year. The Group’s retail customers have over 10,000 branded retail
outlets and thousands of independent stores.
The Group can deliver most of its orders within 48 hours of receipt of order. Its systems can add new
product lines with minimal manual intervention or training due to the electronic tagging of products and
automated stock management. The Group outsources most of its distribution to third party carriers and
haulage firms.
The Directors believe that the Group’s manufacturing, warehousing, and distribution facilities can
support Supreme’s growth and continued diversification for the foreseeable future.
Manufacturing
E-liquids – the Group operates an e-liquid manufacturing plant at the Trafford Park facility producingown brand products and contract manufacturing for third parties. The laboratory and clean room
manufacturing facility was opened in 2016 and was upgraded in 2017. In September 2019, Supreme
opened its new manufacturing facility equipped with 10 fully automated lines. Supreme’s e-liquid
production complies with the EU Tobacco Products Directive legislation and its cleanroom facilities for
blending and production activities have ISO Class 7 accreditation. The facility has the capacity to
produce over 290 million bottles of e-liquid per year and currently produces approximately 250,000
bottles each day or more than 50 million bottles of e-liquid annually. The facility currently operates 10
fully automated bottling and packing lines and 8 manual filling lines to produce bottled, packed and
boxed 10ml e-liquid bottles. In house research and development and testing facilities are also based at
the Trafford Park facility.
Sports Nutrition & Wellness – the Group operates a protein powder blending and production facility atthe Trafford Park site for own brand products and contract manufacturing for third party brands. The
production facilities are ISO Class 9 accredited and currently have capacity to produce more than
8 million protein powder products each year. In addition, Supreme repacks bulk vitamin products for
retail consumption and operates an onsite vitamin production facility blending product from raw
materials with, the Directors’ believe, capacity to produce more than 17 million tablet units per annum
based on 24 hour production. Supreme’s range of protein bars have to date been manufactured by third
21
parties. In October 2020, the Group acquired GT Divisions Limited, a consumer brand offering a full
range of protein bars and which are produced by a third party. The Group works to GMP standard in
the production of all own products with all third party suppliers also meeting the GMP standard.
6. Key strengths of the Group
A vertically integrated platform that takes leading brands to an extensive retail network
Supreme offers a vertically integrated platform to leading brands with capabilities throughout the value
chain including research and development, product design, marketing, packaging, manufacturing,
integrated warehousing systems and B2B online ordering. Supreme is then able to distribute products
through its extensive retail network of retail customers which have over 10,000 branded retail outlets
and thousands of independent retailers. This platform enables the Group to efficiently scale up new
products, brands and categories that are added, as has been the case for vaping products and sports
nutrition & wellness products.
Products exposed to growing underlying markets with high repeat customers for the Group’sproduct categories
According to Euromonitor the vaping market in the UK is expected to grow at a 13 per cent. CAGR from
2019 to 2022 underpinned by support from established UK public health bodies and shifting consumer
preferences to smoke-free tobacco products. The sports nutrition (including protein powders and
protein snacks) and vitamins markets in the UK are expected to grow at 9 per cent. and 7 per cent.
CAGR from 2019 to 2022 respectively supported by the growing focus on fitness and healthcare by
recreational fitness users. The UK LED market is expected to grow at a 10 per cent. CAGR from 2019
to 2022 reinforced by structural tailwinds from a greater focus on energy efficiency and demand for
more aesthetic lighting products.
Supreme’s batteries, lighting and, for users, vaping and sports nutrition & wellness products are
consumer staples and as such are less sensitive to economic conditions. Batteries and lighting product
sales are characterised by repeat purchases. Vaping and sports nutrition & wellness product sales are
supported by established consumption behaviours, which have been evidenced by performance of the
two categories during the COVID-19 movement restrictions in the UK in 2020.
Strong relationships with a diversified, customer base
Supreme sells products to a broad range of established customers, many of whom have been long term
customers of the Group. The largest single customer represented 23 per cent. and 15 per cent. of
Group revenue for the year to 31 March 2020 and 6 month period ended 30 September 2020
respectively, whilst the top 10 customers accounted for 56 per cent. of Group revenue in the year to
31 March 2020. The Directors believe that Supreme’s long term relationships with its customers are
built on the Group’s ability to continually deliver quality products, innovation and a quality service. The
Group’s strong focus on discount retailers allows for a large consumer reach within the UK market while
providing a significant potential for growth. Through cross-selling of Supreme’s products to customers,
the Company cultivates sticky and resilient relationships.
Long term entrenched supplier relationships
Supreme has long term relationships with Duracell, Panasonic, Energizer and JCB. Supreme has
grown to become one of the UK’s largest independent branded consumer battery distributor by number
of batteries sold in the UK. Since Supreme entered the lighting sector in 2009, it has built on these
relationships establishing international licensing agreements with Eveready, Energizer and JCB to
launch a range of lighting products where, in return for a royalty, Supreme procures the manufacture of
lighting products using third parties in the Far East and distributes Eveready, Energizer and JCB
branded lighting products. These long term relationships evidence the ability of the Group to penetrate
and effectively service its customer base. The distributor and licensing model is firmly established within
the lighting and battery markets, as retailers look for a mixed supply for fulfilment of orders and
Supreme has the breadth and depth of products to satisfy these customers’ requirements.
A business model that is resilient in the current environment
The Group has delivered a strong financial performance notwithstanding global disruption resulting
from the COVID-19 pandemic demonstrating the resilience of the business. As detailed in paragraph 15
22
of Part I of this document, Supreme showed significant growth in revenue and profitability for the six-
month period to 30 September 2020. The Directors believe that this strong trading performance across
its product categories, further emphasises the non-discretionary nature of the Group’s product
categories. Supreme’s warehousing and manufacturing facilities remained operational throughout the
COVID-19 related movement restriction periods allowing uninterrupted supply to all channels to market.
Complementary products drive higher utilisation
The range of Supreme’s product portfolio allows the Group to fulfil the re-stocking requirements of
independent retailers and wholesalers for entire product categories, utilising multiple brands and SKUs.
The Group’s primary warehouse location enables the efficient packing and distribution of orders. Higher
order values and distribution utilising pallets increase Supreme’s margins by lowering the average cost
of distribution.
The Group has built a leading vaping brand which is protected by significant barriers to entry
Following years of considerable growth and an extensive and far reaching UK brand building
advertising campaign in 2019, 88Vape was shown in a recent independent market survey to be the
most visible value vaping brand in the UK. The advertising restrictions introduced in 2016, together with
market regulation, have helped the Group grow and protect its most established brand, 88Vape, from
new market entrants. The Directors believe that the emphasis on quality of product and distribution
channels has promoted incumbent EU-based production. This has favourably positioned the Group with
its customers, both in the manufacture of its own brand products and contract manufacture for third
parties.
Ownership of UK based e-liquid manufacturing facility is a differentiator and providescompetitive advantage
Owning one of the largest e-liquid manufacturing facilities in the UK provides the Group with security
over both its supply and quality of e-liquid enabling better control of its own supply chain and
compliance with TPD and as a consequence, is an attractive facility for third party contract
manufacturing. The facility enables the in-house product research and development team to innovate
and develop new e-liquid products thereby providing flexibility as taste trends change.
Established footprint in Sports Nutrition & Wellness creates material growth opportunity
Following entry into sports nutrition & wellness products in February 2018, the Group has grown this
category to report approximately £5.0 million revenues for the year to 31 March 2020 through the
manufacture of products under both its own, and third party brands. More recently the Group has
expanded the product offering to include health supplements and vitamins for which the Group has
already received initial orders from large customers. The Directors believe this category represents a
significant opportunity for future growth.
Attractive financial profile and consistent record of delivering growth
Supreme has grown its sales since 31 March 2015 at a CAGR of 17 per cent. to 31 March 2020 by
virtue of increasing the type and number of channels to market for its products and using existing
channels to develop new product categories. Supreme has grown Adjusted EBITDA from £2.0 million
to £16.2 million between 2015 and 2020, a CAGR of 52 per cent. Group Adjusted EBITDA margin has
benefited from higher growth categories such as Vaping and Sports Nutrition & Wellness that have
higher gross margins than the Group overall (40 per cent. and 43 per cent. respectively in respect of
the year to 31 March 2020) which are improving over time as result of enhanced cost efficiencies.
Strong management team with extensive operational experience
Supreme has a senior management team with an aggregate of more than 90 years’ industry experience
and has a proven track record of delivering successful operational solutions and services. This team
has successfully driven organic growth and helped change the Group’s strategic focus to target
complementary industry sectors to position Supreme for future growth. The Group has a stable, long
serving work force supporting the management team and as at 31 December 2020 employed more than
192 staff.
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7. Compliance with ESG standards
The Directors believe that environmental, social and governance standards should be at the forefront
of the Group’s business considerations. The Board has considered how its practices align with UN
Sustainable Development Goals and believe they align in the following ways:
Vaping Lighting Sports Nutrition & Wellness
Supply Chain
8. Growth strategy
The Group has a track record of Adjusted EBITDA growth and intends to further grow its business. The
Directors believe the Group will achieve growth by taking advantage of the following:
Growth of customers
Supreme’s target customer segment of discount retailers has been, the Directors believe, one of the
strongest performing groups in the consumer market in recent years and is expected to continue
increasing its market share in the UK. The Group intends to increase its sales to discount retailers by
expanding its product listings and benefiting from the continued store roll-out of those discount retailers,
such as B&M, Home Bargain and The Range. The Group will also continue to expand internationally
though the European networks of existing customers.
Good Health and Well-Being
Sports nutrition products,
including protein and vitamins,
promote a healthy active
lifestyle
Sustainable Cities &Communities
The activities of the Group
provide accessibility to more
efficient lighting products
Good Health and Well-Being
Vaping is widely accepted as
aiding smoking cessation
reducing the significant negative
impacts of smoking
Climate Action
The Group’s vegan protein
powder range of products is a
more sustainable source of
protein. New vitamin own brand
products expected to use
plastic free packaging
Climate action
Supreme manufacturers and
distributed energy efficient
lighting products, such as
LED light bulbs, reducing
electricity demand
Decent work and economicgrowth
Working with HM Prison &
Probation Service to give
ex-offenders the opportunity to
work at the Group’s
manufacturing facility
Reduced Inequalities
Manufacturing and distributing
products to the discount sector
increases the availability of
goods to those that need it
Reduced inequalities
Manufacturing and
distributing products to the
discount sector increases the
availability of goods to those
that need it
Reduced inequalities
Manufacturing and distributing
products to the discount sector
increases the availability of
goods to those that need it
Exploring green energy tariffs and manufacturing
efficiency
• Supreme is exploring the option to switch to
green tariffs to minimise the environmental
impact of its facilities
• Supreme operates efficient manufacturing
optimising output through automated
production processes
Climate Action
Reducing carbon footprint through better supply
chain utilisation
• On shoring manufacturing to the UK has
reduced carbon emissions related to transport
and shipping of products
• Continued cross selling of products enhances
distribution network utilisation and reduces
emissions impact from transportation
• Use of UK based suppliers minimises carbon
footprint to a predominantly UK customer
base
24
Growth in the LED market
The demand for LED lighting is expected to grow driven by regulatory changes, desire for energy
efficiency, and its growing affordability. Reduction in manufacturing costs have made LEDs more
affordable for consumers and improved margins for manufacturers and distributors. The Directors also
believe that the reduction in manufacturing costs in the market has reduced LED bulb life expectancy
from circa 10 years to circa 3 years as affordability has been prioritised over longevity, as such the
replacement cycle has shortened for LEDs helping bolster long-term demand. It is estimated by
Euromonitor that revenue from LED lights in Europe could reach £4.3 billion by 2022 representing a
11.4 per cent. CAGR from 2019 to 2022.
The market for vaping is expanding rapidly
The wider vaping market continues to grow due to regulatory drivers, national health body support,
value compared to tobacco products and continued customer adoption. It is estimated by Euromonitor
that revenue from vaping products in Western Europe could reach £6.8 billion by 2022 representing a
8.4 per cent. CAGR from 2019 to 2022. The adoption of vaping by smokers is a trend that is growing
globally with increasing numbers of smokers switching for health and financial reasons. Significant
market opportunity remains as, according to a survey by Ash in October 2020, 38.3 per cent. of vape
users are still smokers and menthol cigarettes now outlawed in the UK. The Directors believe the Group
is well positioned to capture the growth in demand from an expanding market.
Sports nutrition and wellness market is underpinned by structural growth drivers
Continued growth is expected in the sports nutrition and wellness markets as demand for these
products is driven by the growing popularity of active and healthy lifestyles. It is estimated by
Euromonitor that revenue from sports nutrition in Europe, which includes protein powder products,
could reach £3.2 billion by 2022 representing a 6 per cent. CAGR from 2019 to 2022. The increasing
usage of protein products is expected to be driven by greater uptake by recreational users, as
consumers become more serious and committed around their fitness regimes. Additionally, an ageing
population is expected to compel a greater focus on healthcare supplements as supplements become
a regular component of a healthy lifestyle.
Strong growth track record in Vaping category with significant room for further growth
Supreme’s vaping products are becoming more prominent as shelf space and positioning improves,
and as retailers add more SKUs, driven by customer demand and breadth of flavour choices. 88Vape
is one of the most well-known brands in the UK with a significant market share by volume. Supreme’s
growth will be further supported, the Directors believe, by continued innovation of the vaping product
offering, effective marketing to strengthen brand awareness of the 88Vape brand, additional scaling of
manufacturing capabilities with the potential for cost savings, and expansion into international markets.
It is also anticipated that growth will be more widely supported as a result of the UK government’s
ambition for England to be smoke free by 2030, defined in its 2017 tobacco control plan as a smoking
rate below 5 per cent.
Expansion of the Sports Nutrition & Wellness category offers significant growth opportunity
The Sports Nutrition & Wellness category has delivered strong growth and is expected to continue to
grow with a focus on own brand and third party manufacturing resulting in expansion of on-site protein
production facilities, the addition of new product categories such as health supplements, targeted
activities to grow brand awareness across the category, and a strengthening of online channels to
market.
Well established Lighting category with further growth potential
Growth in the Lighting category will be driven by maintaining strong customer relationships,
international expansion through the Eveready and Energizer international licensing agreements,
demand from customers for new products such a smart lighting, and margin expansion driven by growth
in business to business sales revenues and stable selling prices but falling manufacturing costs of
LEDs. The lighting category also provides a portfolio of non-discretionary purchase products with
long-term brand and customer relationships which, the Directors believe, creates barriers to entry.
25
Stable platform of battery
The Directors believe that the Battery category provides a stable and defensive position with high
revenue visibility due to repeat customers. Growth in the Battery category will be driven by a shift
towards higher margin licensed products and growth in market share, and an increased business to
business sales offering.
Opportunity for expansion into new markets utilising existing distribution network and customerrelationships
The Group will continue to identify new product categories that will appeal to the existing distribution
network and customers. The recent development of the Sports Nutrition & Wellness category is an
example of successfully leveraging Supreme’s distribution platform to move into high growth verticals
with the category growing from a start-up in 2018 to approximately £5 million in revenue for the year
ended 31 March 2020.
Opportunity to expand direct to consumer online offering
Through the development of its high-profile vaping brand, 88Vape, the Group has a significant
opportunity to grow its direct to consumer offering through its online store. With lower distribution costs
and no retail margin, online sales contribute higher gross profit than products sold through other
distribution channels. Through the first COVID-19 lockdown between March and May 2020, online
channels saw a marked increase in online sales which management believe evidence both the strength
of the brand and the online opportunity without cannibalising existing retail sales. The 88Vape website
has continued to see growing traffic with strong conversion rates and basket sizes, a trend which the
Directors believe will continue as the 88Vape brand grows.
9. Corporate governance
Board
The Directors recognise the importance of sound corporate governance and intend, given the
Company’s size and the constitution of the Board, to adopt and fully comply with the principles set out
in the QCA Code. The QCA Code was devised by the QCA, in conjunction with a number of significant
institutional small company investors as an alternative corporate finance code applicable to AIM
companies and has become a widely recognised benchmark for corporate governance of small and
mid-size quoted companies, particularly AIM companies.
Upon Admission, and in compliance with the recommendations of the QCA Code, the Board will
comprise five Directors, two of whom will be Executive Directors and three of whom are Non-executive
Directors, reflecting a blend of different experiences and backgrounds as described in paragraph 10 of
Part I of this document. The Directors believe that the composition of the Board brings a desirable range
of skills, diversity and experience considering the Company’s challenges and opportunities following
Admission, while at the same time ensuring that no individual or small group of individuals can dominate
the Board’s decision making.
The Directors have determined that notwithstanding the role of Paul McDonald as the former Chief
Financial Officer to B&M, one of the Company’s largest customers by revenue, he is considered to be
independent in character and judgement at the date of his appointment with respect to the Company
because (i) his board position at B&M ceased in November 2020 and his employment ceased in
January 2021, and (ii) the value of goods supplied by Supreme to B&M represent an immaterial
proportion of B&M cost of sales in any given year and as such, any financial impact derived from this
trading relationship on his ongoing financial interests in B&M (which include shares and outstanding
share awards) is considered inconsequential.
The Board has appointed Mark Cashmore as the Senior Independent Director to be available to
Shareholders if they have concerns over an issue that the normal channels of communication (through
the Chair, the Chief Executive Officer or the Chief Financial Officer) have failed to resolve or for which
such channels of communication are inappropriate.
The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets and
corporate actions and oversee the Group’s progress towards its goals. The Company has established
an Audit Committee, a Remuneration Committee, and a Nomination Committee, each with formally
26
delegated duties and responsibilities and with written terms of reference. From time to time, separate
committees may be set up by the Board to consider specific issues when the need arises.
Audit Committee
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to
ensure that the financial performance of the Group is properly measured and reported on. It will receive
and review reports from the Group’s management and external auditors relating to the interim and
annual accounts and the accounting and internal control systems in use throughout the Group. The
Audit Committee will meet not less than three times in each financial year and will have unrestricted
access to the Group’s external auditors. The members of the Audit Committee shall include
Non-executive Directors. The Audit Committee comprises Simon Lord (as Chair), Paul McDonald and
Mark Cashmore.
Remuneration Committee
The Remuneration Committee will review the performance of the Executive Directors, chairman of the
Board and senior management of the Group and make recommendations to the Board on matters
relating to their remuneration and terms of service. The Remuneration Committee will also make
recommendations to the Board on proposals for the granting of share options and other equity
incentives pursuant to any employee share option scheme or equity incentive plans in operation from
time to time. The Remuneration Committee will meet as and when necessary, but at least twice each
year. In exercising this role, the Directors shall have regard to the recommendations put forward in the
QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated
guidance. The members of the Remuneration Committee shall include two Non-executive
Directors. The Remuneration Committee comprises Mark Cashmore (as Chair), Simon Lord and Paul
McDonald.
Nomination Committee
The Nomination Committee will lead the process for board appointments and make recommendations
to the Board. The Nomination Committee will evaluate the balance of skills, experience, independence,
and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and
capabilities required for a particular appointment. The Nomination Committee will meet as and when
necessary, but at least once each year. The Nomination Committee comprises Mark Cashmore (as
Chair), Simon Lord and Paul McDonald.
Relationship Agreement
The Company has entered into a relationship agreement dated 26 January 2021 with Sandy Chadha
and Grant Thornton pursuant to which the Company and Sandy Chadha agree to regulate aspects of
the continuing relationship between them. In particular, Sandy Chadha has agreed to ensure that the
Company is capable at all times of carrying on its business independently of him (together with any
associates and/or persons with whom he is acting in concert) and that transactions between the parties
are on arm’s length terms and on a normal commercial basis. Further information on the Relationship
Agreement can be found in paragraph 8 of Part IX of this document.
10. Directors and Senior Management
Directors
The Board is comprised of two Executive Directors and three Non-executive Directors.
Paul Andrew McDonald (aged 54), Non-executive Chairman
Paul joined B&M as Finance Director in 2011 and continued as Chief Financial Officer through the IPO
of B&M in 2014 until he retired from the board in November 2020. During his tenure at the UK’s leading
variety goods value retailer, revenue and EBITDA at B&M grew from £764 million and £62.8 million in
2012, to £3.8 billion and £342 million in 2020 respectively. Paul has over 25 years of experience in the
discount retail sector having held senior roles at Littlewoods, Ethel Austin and TJ Hughes. Paul was
educated at Leeds University and is a Fellow of the Association of Chartered Certified Accountants.
27
Sandeep (Sandy) Singh Chadha (aged 52), Chief Executive Officer
Sandy joined the business from school and has been involved in the management of Supreme since
1988. Sandy has grown the Group from a revenue of approximately £1 million to a revenue of
approximately £92.3 million for the year ended 31 March 2020. He has been responsible for
establishing the business in its current form including the entry into batteries, the substantial growth in
the business since 2008, leveraging customer relationships to create the lighting category and
identifying the opportunity to develop a market leading vaping business and a sports nutrition and
wellness business.
Suzanne Gwendoline Smith (née Dick) (aged 38), Chief Financial Officer
Suzanne joined Supreme in August 2020 having spent 15 years in high growth businesses with varied
corporate structures, spanning manufacturing, distribution, and software, including 4imprint Group plc,
Brand Addition (now The Pebble Group plc) and Fourth Limited. Suzanne was part of the management
team that led Fourth Limited through its sale to Insight Venture Partners in 2016 and then to
Marlin Equity Partners in 2019 during which time the business experienced significant organic and
investment-led growth and geographical expansion. Suzanne is a Chartered Accountant having
qualified at PricewaterhouseCoopers in Audit and Corporate Finance.
Mark Richard Cashmore (aged 60), Independent Non-executive Director
Mark served from 2006 and 2018 as the Group Chief Executive Officer at Connect Group PLC
(previously called Smiths News plc), a London Stock Exchange main market listed specialist distribution
group that demerged from WH Smith plc in 2006 and which operated mainly in the business to business
market focused on serving high volume, time sensitive early morning deliveries and the demands of
mixed and irregular freight. From 1999 to 2006 he served variously as Managing Director, Commercial
Director, Sales Director, and Sales and Marketing Controller of Smiths News. Prior to his appointment
at Smiths News, he held senior positions in several news distribution businesses, including United
Magazine Distribution Limited, USM and Seymour Distribution Limited.
Simon Martin Lord (aged 49), Independent Non-executive Director
Simon is a corporate finance and mergers and acquisition specialist with over 20 years’ experience
leading transactions in a variety of sectors including tech enabled support services and Industrials. He
has significant private equity experience and has acted for both buyers and sellers on behalf of financial
institutions and owner managers. He is currently a Managing Partner at Arete Capital Partners LLP, a
multi-family office investment business based in Manchester. Prior to his 16 years as a Managing
Director and Head of the Manchester office for GCA Altium Limited, he was a Corporate Finance
Director at Clearwater International Limited for 6 years. He qualified as a Chartered Accountant in 1997.
Senior management team
Supreme’s senior management team is comprised of the two Executive Directors and the following
senior management.
Andrew Beaumont, Commercial Director
Andrew joined the Group over 30 years ago. He heads up the customer services and operations within
the batteries category. Andrew is responsible for a number of individual accounts and for building up
the customer database, targeting new customers and distributing enquires to Supreme’s national sales
team. He maintains a close relationship with a range of customers across all categories from small to
large, carrying out audits and monitoring customer and competitor activity, enabling Supreme to refine
and improve its products, packaging, product range, quality and price.
David Neilson, Divisional Lead – Lighting
David has worked with the Group for more than 15 years and leads the lighting category including new
product development from sourcing through to launch, supporting the sales team, marketing, and
branding.
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Michael Holliday, Divisional Lead – Vaping
Michael joined the Group in 2013 and leads the vaping and e-liquids category including new product
development from sourcing through to launch, supporting the sales team, consulting on factory
operations, compliance, marketing, and branding. He was previously a sales development executive at
Imperial Tobacco focusing on the North West of the UK.
Dan Clark, Divisional Lead – Sports Nutrition & Wellness
Dan joined the Group in 2019 and leads all areas of the category including sales, marketing, operations,
and new product development and takes overall responsibility for sales growth and profitability. Dan has
over 20 years’ experience in sports health and wellness and for the last 10 years and has played a
significant part in growing some of the largest sports nutrition companies in the UK and globally.
11. Share dealing policy
The Company has adopted a share dealing policy regulating trading and confidentiality of inside
information for persons discharging managerial responsibility (“PDMRs”) and persons closelyassociated with them which contains provisions appropriate for a company whose shares are admitted
to trading on AIM and which complies with the Market Abuse Regulation (596/2014/EU). The Company
takes all reasonable steps to ensure compliance by PDMRs and any other employees with the terms
of that share dealing policy.
12. Employee Incentive Schemes
The Directors believe that the recruitment, motivation, and retention of key employees is vital for the
successful growth of the Group. The Directors consider that an important element in achieving these
objectives is the ability to incentivise and reward staff by reference to the market performance of the
Company in a manner which aligns the interests of those staff with the interest of shareholders
generally.
The Company has established the EMI Scheme, the Supreme plc Sharesave Scheme 2021, the
Supreme plc Company Share Option Plan 2021, the Supreme plc Unapproved Share Option Scheme
2021 and the Market Capitalisation Cash Bonus Scheme, further details of which are set out in
paragraph 5 of Part IX of this document, in order to facilitate these aims.
The Market Capitalisation Cash Bonus Scheme is an all-employee bonus scheme which will pay a
bonus (which the Company may, but is not obliged to, satisfy by the issue of Shares and/or the grant
of options) to all participating employees equivalent to one year’s basic salary if the Company achieves
a market capitalisation of £1 billion on or before the fifth anniversary of Admission. Participating
employees are those with at least 12 months continuous service at the date this is achieved. Total gross
payments under the scheme are limited to £14,000,000, with all participants’ entitlements being scaled
back accordingly.
The Company intends as soon as practicable after Admission, to invite all eligible employees to
participate in the Supreme plc Sharesave Scheme 2021 and subject to confirmation by the
Remuneration Committee, to:
• grant market value options under the Supreme plc Company Share Option Plan 2021 and/or the
Supreme plc Unapproved Share Option Scheme 2021 (over Shares having a market value in
total of approximately £500,000) to a limited number of employees who were not granted options
under the EMI Scheme or who were granted fewer options than now appears appropriate;
• establish a long-term incentive plan utilising two grants of nominal value options under the
Supreme plc Unapproved Share Option Scheme 2021 to Sandy Chadha. Each of the two options
will be over Shares equating to 2.5 per cent. of the issued share capital of the Company
immediately after Admission. Each of the options will be subject to a performance condition which
must be wholly satisfied for the relevant option to be exercisable. The performance condition for
the first option is that total shareholder return per Share from Admission until the third anniversary
of Admission is at least 100 per cent. of the Placing Price. The performance condition for the
second option is that total shareholder return per Share from Admission until the fifth anniversary
of Admission is at least 200 per cent. of the Placing Price;
29
• establish a long-term incentive plan on a rolling basis utilising annual grants of nominal value
options under the Supreme plc Unapproved Share Option Scheme 2021 to Suzanne Smith with
a market value of up to 100 per cent. of her annual salary requiring an average annual total
shareholder return of 10 per cent. over a three-year period to be fully exercisable; and
• establish an appropriate long-term incentive plan for the other members of the senior
management team and other key employees of the business utilising these schemes.
In view of the amount of its Gross Assets the Company is no longer a qualifying company for the
purposes of the EMI legislation and so has no present intention of granting any further Options under
the EMI Scheme.
13. Dividend policy
The Directors intend to pay dividends to shareholders in an aggregate annual amount equivalent to
approximately 50 per cent. of net profits, retaining the balance of earnings from operations to finance
the future expansion of the Group. Such dividend payments are expected to be split into a one third
interim dividend and a two thirds final dividend. The Company expects to declare the first such dividend
(which will be an interim dividend) following the notification of its interim results for the six month period
to 30 September 2021.
14. ESG Policy
The Directors believe that corporate responsibility and transparency is of paramount importance. The
Group has set out and will continue to set out its Modern Slavery and Human Trafficking Statement.
Additionally, the Company maintains a Whistleblowing Policy, a Bribery and Corruption Policy, an
Employee Code of Conduct and a Supplier Code of Conduct. The Company undertakes due diligence
when considering new suppliers and regularly reviews existing suppliers to ensure compliance with
Supreme’s internal ESG policies. Moreover, the Company will endeavour to implement additional ESG
policies post Admission. Additionally, a Green Procurement Policy will be considered to ensure that all
of Supreme’s suppliers also participate in sustainable practices. Over the medium term, the Company
will strive to enhance its ESG reporting to provide investors and the wider public with further
transparency on the Group’s commitment to positive environmental and social impact.
15. Selected historical financial information and recent trading
The following financial information has been derived from the Historical Financial Information contained
in Parts IV and V of this document and from the unaudited interim financial information in Part VI of this
document and should be read in conjunction with the full text of this document. Investors should not rely
solely on the summarised information set out below.
Supreme Supreme Supreme Imports Imports Supreme Unaudited Audited Audited Audited Six months Year ended Year ended Year ended ended 31 March 31 March 31 March 30 September 2018 2019 2020 2020 £000 £000 £000 £000
Revenue
Batteries 33,414 33,353 30,944 14,760
Lighting 20,874 22,711 25,347 11,109
Vaping 17,705 20,958 29,029 19,189
Sports nutrition & wellness – 2,389 4,980 2,177
Branded household consumer goods 861 739 2,029 9,101
Total revenue 72,854 80,150 92,329 56,336 ———— ———— ———— ————Cost of sales (58,080) (57,463) (65,509) (42,054)
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Supreme Supreme Supreme Imports Imports Supreme Unaudited Audited Audited Audited Six months Year ended Year ended Year ended ended 31 March 31 March 31 March 30 September 2018 2019 2020 2020 £000 £000 £000 £000
Gross profit
Batteries 3,767 3,409 3,282 1,325
Lighting 4,538 5,979 8,478 3,364
Vaping 7,005 9,399 11,666 7,105
Sports nutrition & wellness – 1,180 2,117 897
Branded household consumer goods 209 207 329 1,015
Foreign Exchange (745) 2,513 951 576
Total gross profit 14,774 22,687 26,820 14,282 ———— ———— ———— ————Administration expenses (8,922) (9,403) (12,827) (7,120) ———— ———— ———— ————Operating profit 5,852 13,284 13,993 7,162Finance income – 28 3 –
Finance costs (385) (599) (783) (374) ———— ———— ———— ————Profit before taxation 5,467 12,713 13,213 6,788Income tax (1,095) (2,317) (2,318) (1,341) ———— ———— ———— ————Profit for the period 4,372 10,396 10,895 5,447 ———— ———— ———— ————Adjusted EBITDA 7,699 14,835 16,209 8,398 ———— ———— ———— ————There has been no significant change in the financial position or financial performance of the Group
since 30 September 2020, being the date to which the Unaudited Interim Financial Information in Part V
of this document has been prepared. Trading for the period from 30 September 2020 to the date of this
document has been positive and was consistent with the Directors’ expectations.
16. Reasons for Admission, use of Proceeds and the Placing
The Directors believe that the Placing and Admission will position Supreme for its next phase of
development by further raising its profile, incentivising employees, providing it with a platform for future
organic growth and potential acquisitions, and to part repay existing debt facilities. Admission will also
enable the Primary Selling Shareholder to realise part of his investment in the Company whilst
maintaining a significant stake in the Company.
On Admission the Company will have 116,499,980 Shares in issue and a market capitalisation of
approximately £156.1 million. Berenberg has agreed, pursuant to the Placing Agreement and
conditional, inter alia, on Admission, to use its reasonable endeavours to place 5,597,015 New Sharesand 44,776,120 Sale Shares with institutional and other investors. The Placing will raise £7.5 million
gross for the Company and £60.0 million gross for the Selling Shareholders. The Directors intend to
apply the net proceeds of the Placing received by the Company, being approximately £5.6 million, to
repay bank debt of £7.5 million.
The Placing, which is not being underwritten, is conditional, inter alia, upon the Placing Agreementbecoming unconditional and not having been terminated in accordance with its terms prior to Admission
and Admission becoming effective not later than 1 February 2021, or such later date as Berenberg and
the Company may agree, being not later than 26 February 2021 The New Shares will rank pari passuin all respects with the Existing Shares including the right to receive all dividends and other distributions
declared, paid or made after the date of issue. None of the Placing Shares have been marketed to or
will be made available in whole or in part to the public in the United Kingdom or elsewhere in conjunction
with the application for Admission. Further details of the Placing Agreement are set out in paragraph 9
of Part IX of this document.
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17. Lock-in and orderly market arrangements
Pursuant to the Placing Agreement, the Company has agreed that, subject to certain exceptions, during
the period of 180 days from the date of Admission, it will not, without the prior written consent of Grant
Thornton and Berenberg, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to
subscribe or purchase or otherwise dispose of any Shares (or any interest therein or in respect thereof),
enter into any transaction with the same economic effect as any of the foregoing or publicly announce
any intention to do any such things.
Pursuant to the Placing Agreement, the Primary Selling Shareholder and each of the Directors has
agreed to lock-in restrictions, further details of which are summarised in paragraph 9 of Part IX of this
document.
18. Admission, Settlement and Dealings
Application has been made to London Stock Exchange for the Shares to be admitted to trading on AIM.
It is expected that Admission will become effective and that dealings in Shares will commence at
8.00 a.m. on 1 February 2021. Shares will be in registered form. The Articles permit the Company to
issue Shares in uncertificated form in accordance with the CREST Regulations. CREST is a
computerised share transfer and settlement system. The system allows shares and other securities to
be held in electronic form rather than paper form, although a shareholder can continue dealing based
on share certificates and notarial deeds of transfer. Share certificates, where applicable, will be sent to
the registered Shareholder by the Registrar, at such Shareholder’s own risk.
19. Taxation
Your attention is drawn to the taxation section contained in paragraph 12 of Part IX of this document. If
you are in any doubt as to your tax position, you should consult your own independent financial adviser
immediately.
20. The Takeover Code
The Takeover Code applies to the Company. Under the Takeover Code, if an acquisition of interests in
Shares were to increase the aggregate holding of the acquiror, and any persons with whom it is acting
in concert, to interests in Shares carrying 30 per cent. or more of the voting rights in the Company, the
acquiror and, depending on the circumstances, any persons with whom it is acting in concert, would be
required (except with the consent of the Panel) to make a cash offer for the outstanding Shares at a
price not less than the highest price paid for interests in Shares by the acquiror, or any persons with
whom it is acting in concert, during the previous twelve months. This requirement would also be
triggered when, except with the consent of the Takeover Panel, any person (together with persons
acting in concert with him) who is interested in Shares which carry not less than 30 per cent. of the
voting rights of the Company but does not hold Shares carrying more than 50 per cent. of such voting
rights, and such person (or person acting in concert with him) acquires any other Shares which
increases the percentage of Shares carrying voting rights in which he is interested.
Sandy Chadha, Supreme 8 Limited (a company wholly owned by Sandy Chadha) and the Chadha
Discretionary Trust 2020 (of which Sandy Chadha and Aditi Chadha are trustees) will be treated as
acting in concert with each other in relation to the Company for the purposes of the Takeover Code
following Admission (the “Concert Party’’). Immediately following Admission, the Concert Party will holdin aggregate 66,126,845 Shares representing 56.76 per cent. of the Enlarged Share Capital (of which
Sandy Chadha personally will hold 35,319,252 Shares), and consequently will hold more than 50 per
cent. of the voting rights of the Company. As such, the Concert Party and its members would normally
be permitted to make purchases of Shares without incurring an obligation under Rule 9 of the Takeover
Code to make a general offer to all holders of Shares.
Further information on the provisions of the Takeover Code can be found in paragraph 16 of Part IX of
this document.
21. Further information
You should read the whole of this document, which provides additional information on the Group and
the Placing, and not just rely on the information contained in this Part I. In particular your attention is
drawn to the risk factors in Part III of this document and the additional information contained in Part IX
of this document.
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PART II
REGULATORY ENVIRONMENT FOR E-CIGARETTES
1. Tobacco Products Directive and the Tobacco and Related Products Regulations 2016
The principal legislation in the United Kingdom regulating the e-cigarette industry is the Tobacco
Products Directive (Directive 2014/40/EU of the European Parliament and the Council as amended by
Commission Delegated Directive 2014/109/EU) (“TPD”) as implemented by the Tobacco and RelatedProducts Regulations 2016 as amended (the “TRP Regulations”). A brief summary of its terms in sofar as may be applicable to Supreme in the United Kingdom is set out below.
Introduction
The TPD introduced new rules for nicotine-containing electronic e-cigarettes and refill containers
(Article 20) from May 2016. This legislation does not cover nicotine based products that are authorised
as medicines. Supreme does not presently manufacture or sell any nicotine based products that are
authorised as medicines. Products such as disposable e-cigarettes that do not contain nicotine and
0 per cent. nicotine e-liquids are out of scope of the TPD and do not have to meet its requirements.
These products will continue to be regulated under the General Product Safety Regulations 2005.
The Medicines and Healthcare products Regulatory Agency (the “MHRA”) is the UK competentauthority for the notification scheme for e-cigarettes and refill containers in the UK and is responsible
for implementing the majority of the provisions under Article 20 of the TPD.
The TRP Regulations introduced new rules to ensure:
• minimum standards for the safety and quality of all e-cigarettes and refill containers (otherwise
known as e-liquids);
• information is provided to consumers so that they can make informed choices; and
• an environment that protects children from starting to use these products.
From 20 May 2017, the requirements included:
• restricting e-cigarette tanks to a capacity of no more than 2ml;
• restricting the maximum volume of nicotine-containing e-liquid for sale in one refill container to
10ml;
• restricting e-liquids to a nicotine strength of no more than 20mg/ml;
• requiring nicotine-containing products or their packaging to be child-resistant and tamper evident;
• banning certain ingredients including colourings, caffeine and taurine;
• new labelling requirements and warnings; and
• requiring all e-cigarettes and e-liquids be notified to the MHRA 6 months before they intend to put
the product on the UK market (although once the notification has been published in the list on the
governmental website, the product can be launched regardless of whether the full 6 months has
elapsed) and also report any health and safety concerns.
Side effects and medical problems can be reported back to the MHRA by consumers and healthcare
professionals via the yellow card reporting system. Consumers can also report products suspected to
be defective or non-compliant to local Trading Standards.
The Tobacco Products and Nicotine Inhaling Products (Amendment etc) (EU Exit) Regulations 2019
made changes to the way in which tobacco control legislation worked in the UK with effect from
31 January 2020. The regulations included the following changes:
• amending or omitting EU/EEA/member state references
33
• revoking EU obligations and reciprocal arrangements that will no longer be relevant to the UK
• transferring relevant commission powers under the Tobacco Products Directive to the Secretary
of State
• allowing for the establishment of new notification systems for tobacco products and e-cigarettes
• allowing for the use of Australian picture warnings to replace the ones which are owned by the
commission; and
• introducing a fee-making power
New Products
The TRP Regulations require a producer who supplies or intends to supply or modify electronic
cigarettes or refill containers to notify the MHRA, who act on behalf of the Secretary of State, at least
six months before the date on which the producer intends to first supply a product or a modified product
(although once the notification has been published in the list on the governmental website, the product
can be launched regardless of whether the full 6 months has elapsed). Currently, Regulation 31 of the
TRP Regulations require that the notification must contain the following (so far as it is relevant):
(a) the name and contact details of the person who manufactures the product, the importer (if
applicable) and, if neither is based in an EU Member State, a responsible person within an EU
Member State;
(b) a list of all ingredients contained in, and emissions resulting from the use of, the product by brand
and variant name, including quantities;
(c) toxicological data regarding the product’s ingredients (including in heated form) and emissions,
referring in particular to their effects on the health of consumers when inhaled and taking into
account, amongst other things, any addictive effect;
(d) information on the nicotine dose and uptake when consumed under normal or reasonably
foreseeable conditions;
(e) a description of the components of the product including, where applicable, the opening and refill
mechanism of the electronic cigarette or refill container;
(f) a description of the production process and a declaration that the production process ensures
conformity with the requirements of Part 6 of the TPD Regulations; and
(g) a declaration that the producer bears full responsibility for the quality and safety of the product
when supplied and used under normal or reasonably foreseeable conditions.
In the UK this is accomplished by notifying the UK competent authority, namely the MHRA. At present,
producers must submit information about their products to the MHRA through the European Common
Entry Gate (EU-CEG) notification portal. In the event of a no deal Brexit it is anticipated that there willbe new domestic systems to allow manufacturers to notify tobacco products and e-cigarettes, in
accordance with existing rules.
Under the TPD, it is the responsibility of the producer to ensure that their products comply with the
requirements of the TPD. The MHRA may check notifications submitted for completeness and verify
TPD compliance with producers.
Products that have been substantially modified will count as a new product and must also follow the
notification process.
If a product is made available in the UK under several brand names, the producer will be able to include
all the brand names for the identical products in a single notification, for no additional fee. Each brand
should be listed on the notification as a separate presentation.
The TPD does not include any requirements as to where testing of e-cigarettes and refill container has
to take place. The notifier will need to be satisfied as to the standards of any testing carried out as they
34
have to submit a declaration that they bear full responsibility for the quality and safety of the product
when placed on the market and used under normal or reasonably foreseeable conditions.
Product Requirements
In addition to the requirements of the TRP Regulations set out in the Introduction section as being
applicable from 20 May 2017 no person may produce or supply an electronic cigarette or refill container
unless it complies with the requirements below (see, amongst others, Regulation 36 of the TRP
Regulations):
• nicotine-containing liquid in an electronic cigarette or refill container:
(i) must be manufactured using only ingredients of high purity;
(ii) must not contain substances other than the ingredients notified under Regulation 31 of the
TRP Regulations, unless present in trace levels, where such trace levels are technically
unavoidable during manufacture; and
(iii) must not include ingredients (except for nicotine) which pose a risk to human health in
heated or unheated form.
• an electronic cigarette must be able to deliver a dose of nicotine at consistent levels under normal
conditions of use.
• an electronic cigarette or refill container must have a mechanism for ensuring re-filling without
leakage (unless it is a disposable electronic cigarette).
• requiring every flavour of e-liquid developed go through ingredient testing and assessment.
Vigilance and Notification of Safety Concerns
Regulation 39(1) of the TRP Regulations requires that a producer of electronic cigarettes or refill
containers must establish and maintain a system for collecting information about all of the suspected
adverse effects on human health of the product.
E-cigarette producers must inform the MHRA if they have reason to believe that a notifiable product is
unsafe, not of good quality or not compliant with the TPD Regulations and provide details of the risk to
human health and safety and any corrective action taken. Regulation 39(3) of the TRP Regulations
provides that if any of the above occur the producer must (as appropriate):
(a) immediately take the corrective action necessary to bring the product into conformity with this
Part of the Regulations;
(b) withdraw the product;
(c) recall the product.
Trading Standards bodies have enforcement responsibilities under the legislation and the MHRA works
with them to ensure acceptable standards of safety.
Labelling and Leaflets
Regulation 37 of the TRP Regulations sets out the requirements for labelling of e-cigarette and refill
container products. It requires that each unit packet of the electronic cigarette or refill container must
include a leaflet with information on:
(a) instructions for use and storage of the product, including a reference that the product is not
recommended for use by young people and non-smokers;
(b) contra-indications;
(c) warnings for specific risk groups;
(d) possible adverse effects;
(e) addictiveness and toxicity;
35
(f) contact details of the producer; and
(g) if the producer is not based in a member State, a contact person within a member State.
Each unit packet and any container pack must include:
(a) a list of all ingredients contained in the product set out in descending order by weight;
(b) an indication of the nicotine content of the product and the delivery per dose;
(c) the batch number; and
(d) a recommendation to keep the product out of reach of children.
In accordance with a general interpretation of Article 20(4) of the TPD, all ingredients in the product
should be listed on the label where they are used in quantities of 0.1 per cent. or more of the final
formulation of the e-liquid. Where a flavour ingredient contains several component chemicals, it is
generally considered that it is acceptable to describe the ingredient on the label by the name of the
flavour, for example ‘strawberry flavour’. For confidentiality reasons companies may choose to describe
individual ingredients used in quantities below 0.1 per cent. of the final formulation by category, for
example ‘other flavourings’.
This advice only applies to product labels, and a full list of ingredients in the flavouring must be included
in notifications through the EU-CEG.
Each unit packet and any container pack must carry a health warning consisting of the text: “This
product contains nicotine which is a highly addictive substance”. There are requirements for the
placement, size and type face of this warning.
Where all the required leaflet information can fit on the unit pack and other labelling within the pack
without loss of legibility to the consumer, general interpretation of the TPD is that the packaging can be
considered to include the leaflet, and a separate leaflet insert is not required.
Additional statutory labelling requirements may also apply, such as the European Regulation (EC) No
1272/2008 on classification, labelling and packaging of chemical substances (CLP).
If an e-cigarette product does not contain nicotine when sold, but can be used to contain nicotine, the
warning statement ‘this product contains nicotine which is a highly addictive substance’ must still beapplied. To provide clarity for consumers, it is recommended that adjacent wording (not part of the
boxed warning) to the effect that the warning applies when the product is used as designed and
charged/filled with nicotine-containing liquid. The warning statement should be included on all notified
e-cigarette products.
Product Presentation
In accordance with Regulation 38 of the TRP Regulations, the unit packet and any container pack of
the electronic cigarette or refill container may not include any element or feature set out below:
(a) if it promotes an electronic cigarette or refill container, or encourages its consumption by creating
an erroneous impression about its characteristics, health effects, risks or emissions;
(b) if it suggests that a particular electronic cigarette or refill container—
(i) is less harmful than other electronic cigarettes or refill containers,
(ii) has vitalising, energising, healing, rejuvenating, natural or organic properties, or
(iii) has other health or lifestyle benefits;
(c) if it refers to taste, smell or other additives (except flavourings) or the absence of any such thing;
(d) if it resembles a food or a cosmetic product; or
(e) if it suggests that a particular electronic cigarette or refill container has improved biodegradability
or other environmental advantages.
36
The unit pack or container pack in which an electronic cigarette or refill container is, or is intended to
be, presented for retail sale may not contain any element or feature which suggests economic
advantage by including printed vouchers or offering discounts, free distribution, two-for-one or other
similar offers.
Annual Reporting Requirements
Regulation 32 of the TRP Regulations requires that a producer of electronic cigarettes or refill
containers must submit the following information to the Secretary of State on or before 20 May every
year:
(a) comprehensive data on the producer’s sales volumes in the United Kingdom, by brand and
variant name;
(b) any information available to the producer, whether published or not, on the preferences of
consumer groups in the United Kingdom, including young people, non-smokers and the main
types of current users;
(c) the mode of sale of the producer’s products in the United Kingdom; and
(d) executive summaries of any market surveys carried out by the producer in respect of paragraphs
(a) to (c) above.
Advertising and Sponsorship
There are restrictions on advertising e cigarettes. In accordance with Regulation 42 of the TRP
Regulations, no person may in the course of a business:
(a) publish, or procure the publication of, an electronic cigarette advertisement in a newspaper,
periodical or magazine.
(b) sell, offer for sale or otherwise make available to the public a newspaper, periodical or magazine
containing an electronic cigarette advertisement.
The above does not apply to:
(a) a newspaper, periodical or magazine which is intended exclusively for professionals in the trade
of electronic cigarettes or refill containers; or
(b) a newspaper, periodical or magazine which is printed and published in a third country and is not
principally intended for the European Union market.
Similarly no person may in the course of a business include, or procure the inclusion of, an electronic
cigarette advertisement in an information society service (which is understood to be any service
normally provided for remuneration, at a distance, by means of electronic equipment for the processing
(including digital compression) and storage of data, and at the individual request of a recipient of a
service) provided to a recipient in the United Kingdom and no service provider established in the United
Kingdom may in the course of a business include an electronic cigarette advertisement in an
information society service provided to a recipient in an EEA State other than the United Kingdom
(“a non-UK-EEA-State”).
There exceptions to the above to an information society service which is intended exclusively for
professionals in the trade of electronic cigarettes or refill containers; or to an electronic cigarette
advertisement which is not principally intended for the EU market.
Equally, in accordance with Regulation 44 of the TRP Regulations, no person may in the course of a
business provide electronic cigarette sponsorship to:
(a) an event or activity which takes place in or has an effect in two or more member States (“a cross-
border event or activity”); or
(b) an individual taking part in a cross-border event or activity.
37
For the purposes of the regulation “electronic cigarette sponsorship” means any form of public or private
contribution to any event, activity or individual, with the aim or direct or indirect effect of promoting an
electronic cigarette or refill container.
Cross Border Sales
There is a requirement to register a business if it supplies e-cigarette products via cross-border distance
sales, for example online sales.
This applies to:
• businesses established in the UK selling e-cigarettes and / or refill containers to consumers in
another EEA state (European Economic Area – the 27 EU Member States plus Iceland,
Liechtenstein and Norway); and
• businesses established in the EEA or third country selling to UK consumers. Business to
business sales, that is sales not direct to consumers, do not need to be registered.
Registration is a legal requirement under the TPD. Without confirmation of registration businesses must
not supply a relevant product to a consumer via a cross-border distance sale. The UK notification
requirement applies to products supplied to UK consumers via a cross-border sale.
Public Health England have uploaded a list of EEA Member States that have either confirmed they are
permitting cross-border distance sales of e-cigarettes and/or tobacco products or are yet to confirm
domestic rules in this area, and a list of registered retailers. All other Member States have banned
cross-border distance sales, and it would contravene the law to trade in those countries. Businesses
who intend to trade in countries where the sales confirmation, registration website or contact details are
yet to be confirmed are advised to contact the national authorities before commencing supply.
2. Other Significant Legislation and Regulation
The Nicotine Inhaling Products (Age of Sale and Proxy Purchasing) Regulations 2015
Regulation 3 of The Nicotine Inhaling Products (Age of Sale and Proxy Purchasing) Regulations 2015
provides that the sale of nicotine inhaling products to persons aged under 18 is prohibited.
General Product Safety Regulations 2005
The General Product Safety Regulations 2005 contain obligations on producers to supply products
which are safe.
Requirements include:
• clear labelling which must include clear instructions for use (the consumer must be able to
understand the risks together with how they can get the best possible results from using the
product);
• adopting measures to assess risks and take appropriate actions (i.e. sample testing,
investigating complaints relating to safety and informing distributors of the monitoring of work and
results);
• complying with the notification procedures to the local authority in the event a product is found to
be dangerous and taking the appropriate further action if required to do so (i.e. market
withdrawal, public warnings); and
• making notifications in the prescribed format.
CE Marking
CE marking is an administrative marking that indicates conformity with health, safety, and
environmental protection standards for products sold within the European Economic Area.
Requirements include:
• products need to be tested and certified that they comply with the CE regulations;
38
• those who manufacture modified electronic cigarettes hardware may self-certify to declare that
the produce will not interact with other products electromagnetically and USB chargers/batteries
are safe;
• CE certificates and testing reports must bear model number which correspond to the product
(hardware not the e-liquid);
• maintain a register of recalled products; and
• keeping of technical information.
Restriction of Hazardous Substances in Electrical and Electronic Equipment Regulation 2012
Manufacturers, Importers and Distributers of e-cigarettes also need to comply with the Restriction of
Hazardous Substances in Electrical and Electronic Equipment Regulation 2012 (known as RoHS).
These regulations limit the amount of certain hazardous substances in specific electrical equipment, of
which e-cigarettes are included. They place obligations onto Manufacturers, Importers and Distributers
of e-cigarette models. The regulation is enforced by the Office for Product Safety and Standards, part
of the Department for Business, Energy and Industrial Strategy.
The Communications Act 2003, Ofcom and Advertising Codes
Under section 368 of the Communications Act 2003 advertising of electronic cigarettes or electronic
cigarette refill containers is prohibited in on-demand programme services. Similarly product placement
is prohibited in on-demand programme services if it is of electronic cigarettes or electronic cigarette refill
containers.
The Ofcom Broadcasting Code in section 9 relating to Commercial References in Television
Programming provides that the product placement of the following products, services or trademarks is
prohibited:
(a) Cigarettes or other tobacco products;
(b) Placement by or on behalf of an undertaking whose principal activity is the manufacturing or sale
of cigarettes or other tobacco products;
(c) Prescription only medicines; or
(d) Electronic cigarettes.
Similarly Rule 9.16(a) states sponsored programming with the aim or direct or indirect effect of
promoting electronic cigarettes and/or refill containers is prohibited. There is an equivalent prohibition
in Rule 10.6 relating to radio.
The Ofcom On Demand Service Rules provides an On Demand Programme Service (ODPS) or a
programme included in an ODPS must not be sponsored for the purpose of promoting electronic
cigarettes or electronic cigarette refill containers. There is a similar rule for product placement which
states product placement is prohibited in ODPS if:
(a) it is of cigarettes or other tobacco products;
(b) it is by or on behalf of an undertaking whose principal activity is the manufacturing or sale of
cigarettes or other tobacco products;
(c) it is of prescription only medicines; or
(d) it is of electronic cigarettes or refill containers.
There are also restrictions on advertising of e cigarettes contained in The UK Code of Broadcast
Advertising and the UK Code of Non-Broadcast Advertising and Direct and Promotional Marketing
which do not ban advertising of e cigarettes but place restrictions on such advertising.
39
PART III
RISK FACTORS
Investing in and holding Shares involves financial risk. Prospective investors in the Shares shouldcarefully review all the information contained in this document and should pay particular attention to thefollowing risks associated with an investment in the Shares, the Group’s business and the industry inwhich it participates.
The risks and uncertainties described in this Part III are not an exhaustive list and do not necessarilycomprise all, or explain all, of the risks associated with the Group and the industry in which it operatesor an investment in the Shares. They comprise all the material risks and uncertainties in this regard thatare currently known to the Company and the Board and should be used as guidance only. Additionalrisks and uncertainties relating to the Group and/or the Shares that are not currently known to theCompany and the Board, or which the Company and the Board currently deem immaterial, may ariseor become (individually or collectively) material in the future, and may have a material adverse effect onthe Group’s business, results of operations, financial condition and/or prospects. If any such risk orrisks should occur, the price of the Shares may decline, and investors could lose part or all theirinvestment. Prospective investors should consider carefully whether an investment in the Shares issuitable for them in the light of the information in this document and their personal circumstances.
GENERAL RISKS
An investment in the Company is only suitable for investors capable of evaluating the risks and merits
of such investment and who have sufficient resources to bear any loss that may result from the
investment. A prospective investor should consider with care whether an investment in the Company is
suitable for him or her in the light of his or her personal circumstances and the financial resources
available to him or her. The investment opportunity offered in this document may not be suitable for all
recipients of this document. Investors are therefore strongly recommended to consult an investment
adviser authorised under FSMA, or such other similar body in their jurisdiction, who specialises in
advising on investments of this nature before making their decision to invest.
Investment in the Company should not be regarded as short term in nature. There can be no guarantee
that any appreciation in the value of the Company’s investments will occur or that the commercial
objectives of the Company will be achieved. Investors may not get back the full amount initially
invested. The prices of shares and the income derived from them can go down as well as up. Past
performance is not necessarily a guide to future performance.
Any economic downturn either globally or locally in any area in which the Group operates may have an
adverse effect on demand for the Group’s products. A more prolonged downturn may lead to an overall
decline in sales. Economic uncertainty might have an adverse impact on the Group’s operations and
business results.
RISKS RELATING TO THE BUSINESS AND OPERATIONS OF THE GROUP
Dependence on customers
In the year ended 31 March 2020, the Group derived over 50 per cent. of its sales from its top 10
customers and the loss of, or a significant reduction in, sales to any of these customers could materially
and adversely affect the Group’s business, financial conditions and results of operations.
Notwithstanding the Group’s long-term business relationships with major customers, there is no
guarantee that their actual demands can be accurately forecast. Whilst business and future expansion
plans are based on an estimation of the demands from the market and customers, actual demands may
fall short of estimation, due to, inter alia, changes in customers’ business models, strategies or financialconditions, changes in local policies or market conditions and economic development. In addition, any
adverse changes in the Group’s relationships with major customers or in the key commercial
arrangements with them, such as purchase price, could materially and adversely affect the Group’s
business, financial conditions and results of operations.
40
The Group’s customers are not contractually committed to purchase the Group’s products on a long
term basis and may cease to buy or reduce their purchases of the Group’s products at any time. Were
a material number of customers to cease to buy or reduce their purchases of the Group’s products, and
those customers and their former levels of purchases were not replaced with new customers or
increased purchasing by existing customers, then this could materially and adversely affect the Group’s
business, revenue, financial condition, profitability, results, prospects and/or future operations.
Dependence on key executives and personnel
The Group’s future development and prospects depends to a significant degree on the experience,
performance and continued service of its senior management team including the Board. Supreme has
invested in its management team at all levels and believes that the senior management team is
appropriately structured for the Group’s size. Supreme has also entered into contractual arrangements
with these individuals with the aim of securing the services of each of them. However, retention of these
services or the identification of suitable replacements cannot be guaranteed. The loss of the services
of any of the Board or other members of the senior management team and the costs of recruiting
replacements may have a material adverse effect on the Group’s business, revenue, financial condition,
profitability, results, prospects and/or future operations.
Existing Shareholder influence
Following Admission, the aggregate beneficial interest in the Company of Sandy Chadha and his
Concert Party will amount to 66,126,845 Shares, being 56.76 per cent. of the Enlarged Share Capital.
Accordingly, Sandy Chadha will be in a position to have significant influence over the Company’s
operations and business strategy and all matters requiring shareholder approval, including the election
and removal of Directors, further issues of shares, approval of dividends and share buybacks. The
Company has entered into a relationship agreement with Sandy Chadha in order to regulate the
ongoing relationship between the Company and Sandy Chadha, and which contains a number of
undertakings as to how Sandy Chadha may exercise his voting rights in relation to the Company.
Further information in relation to this relationship agreement is set out in paragraph 8 of Part IX of this
document.
Existing and new licensing agreements
The Group may not be able to renew its existing licence agreements and may not be able to negotiate
new agreements in the future. The Group’s inability to obtain renewed licensing agreements or
comparable terms could have an adverse effect on the Group’s business, financial condition and future
operations.
Supreme operates in a competitive environment
The Group operates in a highly competitive market in each of its product categories. Where an existing
competitor or new entrant is successful in providing products of a similar or better branding recognition
and/or capability and/or quality and/or price to the Group, particularly in product lines where the Group
has a strong market position, this could cause a decline in the Group’s activity levels or margins,
resulting in a negative impact on the Group’s revenue and profitability.
In particular:
(i) in batteries, exchange rate fluctuations may enable the sourcing of products which are the same
as the Group’s from other countries for a sterling cost that is less than the Group’s and thereby
may enable the Group’s cost to its customers to be undercut;
(ii) in lighting products, a competitor may obtain a licence to produce products using an established
brand which may be considered more attractive than those available to the Group;
(iii) in vaping, other manufacturers or suppliers of e-liquids may introduce flavours that are more
attractive to customers than those of the Group or methods, systems and trends in vaping may
alter (e.g. the market has moved from closed to open systems and other changes may occur) or
global tobacco companies may target the Group’s retail customers; and
41
(iv) in sports nutrition & wellness, the market is growing and highly fragmented meaning other
manufacturers or suppliers may enter the market and existing suppliers may introduce new
products or build more brand awareness via advertising.
There can be no assurance that in the future the Group will be able to compete successfully against its
current or future competitors or that the competitive pressures it faces will not result in reduced revenue,
profitability or market share. Any reduction in the Group’s revenue or market share due to increased
competition could have a material adverse effect on the Group’s result of the operations, financial
condition or future prospects.
Brand image and reputation
The Group’s financial performance is influenced by the image, perception and recognition of the
Duracell, Energizer, Panasonic and JCB brands, which, in turn, depend on many factors such as
product design, the distinctive character and quality of their products, their communication activities
including marketing, social media, public relations and commercial partnerships and their general
corporate and market profile (which is influenced by factors such as product sourcing ethics and
corporate social responsibility activities).
The Board believes that the reputation and the quality of the Duracell, Energizer, Panasonic and JCB
brands has played an important role in the success of the batteries and lighting business of the Group
and that this will continue to be the case in future. Therefore any incident that negatively affects
customer loyalty towards any of the Duracell, Energizer, Panasonic and JCB brands could materially
adversely affect the Group’s business, revenue, financial condition, profitability, results, prospects
and/or future operations.
The Group’s brands may be negatively affected by any negative publicity, regardless of accuracy or
provenance. This includes any negative commentary on social media platforms, including weblogs,
social media websites and other forms of internet based communications that provide individuals with
access to a broad audience of consumers and other interested parties.
Growth depends on customers success in selling products
Most of the Group’s revenue is generated from sales to wholesalers and retailers albeit a proportion of
sales are made direct online to consumers. The Group’s business performance largely relies on
customers’ ability to market and sell products manufactured or supplied by Supreme. Customers sales
and marketing efforts and strategies are not within the control of Supreme, and any material changes
to their sales and marketing strategies may in turn adversely impact the Group’s business, financial
conditions and results of operations.
Brexit risk
The UK’s decision to leave the EU has resulted in considerable uncertainty regarding both the terms
under which the UK withdraws from, and continues to trade long-term with, the EU. In the financial year
ended 31 March 2020, less than 10 per cent. of the Group’s purchases originated in the EU and less
than 10 per cent. of the Group’s sales were to customers in the EU. The Group considers the following
to be relevant when considering the Brexit risk:
• Supreme’s EU customers may perceive the Group to be less competitive on price than prior to
Brexit due to a fluctuation in the exchange rate between the pound and the Euro and/or the
introduction of taxes and, if the UK diverges from existing arrangements with the EU, trading
tariffs imposed on UK-to-EU purchases and sales;
• More widely, there may be other pricing changes from worldwide suppliers arising as a result of
tariff or import taxes or VAT or other tax or tax like changes following Brexit. Any such changes
could impact costs of all products and raw materials and therefore impact competitiveness of all
products which the group sells, not just direct trade with the EU;
• Regulation of the vaping market is currently largely regulated by TPD. Whilst there is no
expectation and no indication that this may adversely change in the short term the UK may
choose to diverge from EU based regulation following Brexit;
42
• The Group’s plans to expand into other EU countries may be affected by the terms of Brexit and
in particular the cost of dealing with any customs requirements of exporting to the EU, if the UK
does not maintain a treaty for frictionless trade with the EU in the future that would apply to
vaping products; and
• In addition to the longer term ability of Supreme to trade competitively with the EU, there is also
the short term risk of delays in purchasing from (and shipping to) the EU shortly after 1 January
2021 when the UK initially leaves the EU where delays may be incurred as carriers adjust to
changes in Customs and Clearing regulations.
Despite thoroughly considering any possible negative impact of the UK’s decision to leave the EU on
Supreme, it is not possible to predict fully the effects the decision to leave may have on the Company
or the wider economy in the long term. The Board have considered all factors they believe, at this time,
could have a material adverse effect on the Group’s business, revenue, financial condition, profitability,
results, prospects and/or future operations.
Health and Safety
The Group engages in manufacturing, packaging, storage and transportation of products and the
preservation of the health and safety of its staff, site visitors and consumers is of over-arching
importance to Supreme. Whilst there are processes and procedures to monitor and ultimately mitigate
the risk, the Group has identified the following risks of a health and safety nature which it is exposed
to:
Batteries
A battery is an electrochemical cell. The Group stores in its warehouses and transports batteries which
might, if damaged or past their sell by date, be hazardous to human health by leaking chemicals.
Lighting
Light bulbs and/or light fittings may contain hazardous chemicals which if released may be hazardous
to human health. The Group stores in its warehouses and transports light bulbs and light fittings which
may, if shattered or broken, cause injury.
Vaping
The Group creates, tests and manufactures e-liquids and consequently has stores of chemicals such
as propylene glycol, vegetable glycerine, nicotine and flavourings. Some of these chemicals are
flammable or corrosive and/or hazardous to human health if they leak or are mixed in improper
quantities or proportions or at all. The Group’s blending and production activities use a clean air system
which if damaged might expose personnel to hazardous chemicals. Hardware for vaping includes
batteries which might, if damaged or past their sell by date, leak chemicals.
Sports Nutrition & Wellness
The Group operates a protein powder blending and production facility which could release powder into
the air and expose persons to hazardous powders. Similarly, the Group repacks bulk vitamin products
for retail consumption and operates an onsite vitamin production facility blending product from raw
materials which could release powder into the air and expose persons to hazardous powders.
Branded Household Consumer Goods
The Group sells a range of household products (e.g. bleach) which can be hazardous to human health
if ingested or if their packaging is damaged or the products are otherwise released in an uncontrolled
manner (e.g. matches or aerosols).
Manufacturing and Packaging
The manufacture and packaging of products entails the use of machinery which if operated improperly
or fitted improperly or if otherwise damaged or malfunctioning can be dangerous and could cause
damage to human health. The Group has protocols in place to mitigate these risks but cannot eliminate
them entirely. In particular an accident has occurred, further details of which are set out in paragraph
43
15 of Part IX, resulting in personal injury to a contract worker. Any such accident may give rise to
damages to any such worker and action from the Health and Safety Executive which may include fines.
Distribution and Warehousing
Warehouses tend to involve the mix of people and machinery (e.g. fork lift trucks) which can lead to
injuries and/or damage from time to time. They also have stocks of products (whether on racking,
pallets or otherwise) which if dropped or otherwise come loose may injure persons in the warehouse
and/or damage the products themselves. Whilst the Group has protocols in place to mitigate these risks
it cannot eliminate them entirely.
Similarity the distribution of products may involve the delivery and/or distribution and/or unloading
and/or loading of products by heavy goods vehicles which are capable of injuring persons or damaging
the products themselves.
COVID-19
Current circumstances require personnel to stay apart to mitigate the risk of infection from COVID-19
being passed amongst employees thus causing disruption to production caused by widespread
employee absences. The Group has protocols in place to mitigate this risk but cannot eliminate it
entirely.
General
A violation of health and safety laws or regulations relating to the Group’s operations or a failure to
comply with the instructions of the relevant health and safety authorities could lead to, amongst other
things, negative publicity and reputational damage, fines, costly compliance procedures and, in extreme
circumstances, a temporary shutdown of all or part of the Group’s business. Such violations could,
therefore, have a material adverse effect on the Group’s business, financial condition and results of
operations.
Damage to the Group’s manufacturing facility, distribution centre or disruption to its distributionnetworks
The Group manufactures, distributes and retains stocks of e-liquids and protein powders at its
distribution centre located in Trafford Park, Manchester and is dependent on the distribution of e-liquids,
protein powders and other products to and from this central distribution centre. As the Supreme
business expands, it may also need to develop and implement other distribution centres to expand its
network both for capacity and geographical reach. A fire, damage ability to access the site for any
reason, or other issue preventing the normal running of the Group’s manufacturing facility and/or
distribution centre or the operations of its logistics partners could significantly hinder the Group and may
prevent or delay the manufacture and/or distribution of Supreme’s products (both to the Group’s
distribution centre and from the distribution centre to customers).
A material or prolonged disruption to Supreme’s logistics and distribution networks (including road, rail,
air and shipping networks) could also have the same effect. A disruption to the Group’s logistics and
distribution networks could arise for a number of reasons, including a failure to expand logistics and
distribution processes or capacity, inclement weather, labour unrest, political or diplomatic events or
circumstances, acts (or threatened acts) of terrorism, failures on the part of logistics partners and other
events which may be outside of the control of the Group.
Dependent on the severity of the issue concerned and regardless of the proceeds of any insurance
policy which may be available, a material interruption to Supreme’s ability to receive and distribute
products to its customers could have a material adverse effect on the Group’s business, revenue,
financial condition, profitability, results, prospects and/or future operations and reputation.
Material disruption in IT systems
Supreme relies to a significant degree on its IT systems to track inventory, manage its supply chain,
record and process transactions, summarise results and manage its business. The failure of Supreme’s
IT systems to operate effectively, even for a short period of time, could adversely affect its business,
revenue, financial condition, profitability, results, prospects and/or future operations. In particular,
should it be required as the business expands, the implementation of new IT systems could take longer
44
than expected, disrupt Supreme’s current systems and/or incur cost overruns. In addition, the Group’s
IT systems may be subject to damage and/or interruption from: natural disasters; power outages;
computer, network and telecommunications failures; computer viruses; security breaches; acts of war
or terrorism; and usage errors by its employees. If Supreme’s IT systems are damaged or cease to
function properly, it may have to make a significant investment to fix or replace them, and it may suffer
loss of critical data and interruptions or delays in its operations. Any significant disruption in the Group’s
IT systems could harm its operations and reputation, and have a material adverse effect on its business,
revenue, financial condition, profitability, results, prospects and/or future operations.
Notwithstanding investment in its IT systems, no business or other organisation is immune to hacking
and cyberattacks, and accordingly future breaches of cyber security could harm Supreme’s operations
and/or reputation, and have a material adverse effect on its business, revenue, financial condition,
profitability, results, prospects and/or future operations.
The warehouse management system which is used to operate the Group’s distribution centre located
in Trafford Park, Manchester is considered to be a business critical system. From a disaster recovery
planning perspective, in the event the IT system fails or is unavailable for a period of time the Group
has a manual operation contingency plan which in the short term would allow it to operate the
distribution centre and its processing and despatch system manually and fulfil the stock needs of retail
stores, wholesale customers and other customers, although the manual operating system contingency
would not be as efficient as the warehouse management IT system. The failure of Supreme’s
warehouse management IT system to operate effectively, even for a short period of time, could
adversely affect its business, revenue, financial condition, profitability, results, prospects and/or future
operations.
Protection of the Group’s intellectual property
The commercial success of the Group depends in part on its ability to protect its intellectual property
rights and to preserve the confidentiality of its own know-how and business information. Supreme relies
upon various intellectual property protections, including copyright and contractual provisions, to
preserve its intellectual property rights and protect confidentiality. No assurance is given that the Group
will be able to protect and preserve its intellectual property rights or the confidentiality of its own know-
how or to exclude competitors with similar products.
Substantial costs may be incurred if Supreme is required to defend its intellectual property rights against
third parties. Other parties may copy without authorisation the Group’s intellectual property. Supreme
may not be able effectively to detect and prevent any infringement of its intellectual property rights.
Policing unauthorised use of intellectual property is difficult, and some foreign laws do not protect
proprietary rights to the same extent as the laws of the UK. To protect the Group’s intellectual property,
Supreme may become involved in litigation, which, even if successful could result in substantial
expense, divert the attention of management, cause significant delays, materially disrupt the conduct of
the Group’s business or adversely affect its business, revenue, financial condition, profitability, results,
prospects and/or future operations. In any event, the Group’s intellectual property rights may not
provide sufficiently meaningful commercial protection for its products or trademarks.
Third party intellectual property rights
While the Board believes that Supreme’s products and its intellectual property rights do not infringe
upon the proprietary rights of third parties, there can be no assurance that the Group will not receive
communications from third parties asserting that Supreme’s products (some of which are designed
and/or manufactured by third parties) and its intellectual property rights infringe, or may infringe, their
proprietary rights. Any such claims, with or without merit, could be time consuming, result in costly
litigation and the diversion of management personnel, cause product delays or require the Group to
develop or otherwise seek the supply of non-infringing products or intellectual property rights or enter
into royalty or licensing agreements or re-brand products. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to Supreme or at all. In the event of a successful
claim of infringement against the Group or the Group’s suppliers and any failure or inability to develop
or source or licence non-infringing products or intellectual property rights, the Group’s business,
revenue, financial condition, profitability, results, prospects and/or future operations could be materially
adversely affected. Reference is made to the potential claim by Philips in paragraph 14 of Part IX of this
document.
45
Achievement of strategic aims
The value of an investment in Shares is dependent on Supreme achieving its strategic aims. The
Group’s strategy is outlined in Part I of this document. While the Board is optimistic about the prospects
for the Group, there is no certainty that it will be capable of achieving its strategy or the anticipated
revenues, profitability or growth. The Group’s future operating results will be highly dependent upon
how well it manages its planned expansion strategy and the timeframe within which that strategy is
executed.
Ability to recruit and retain skilled personnel
The Board believes the Group operates a progressive and competitive remuneration policy which
includes share incentives and this will allow Supreme to continue to attract and retain the calibre of
employees necessary to ensure the efficient management and development of the Group. However,
any difficulties encountered in hiring appropriate employees and the failure to do so, or a change in
market conditions that renders current incentivisation structures lacking, may have a detrimental effect
upon the Group’s business, revenue, financial condition, profitability, results, prospects and/or future
operations. The ability to attract new employees with the appropriate expertise and skills cannot be
guaranteed.
Financial controls and internal reporting procedures
The Group has financial reporting systems and controls in place to allow it to produce accurate and
timely financial statements and to monitor and manage risks, including the risk of fraud (committed by
employees, customers, suppliers etc). If any of these systems or controls were to fail Supreme may be
unable to produce financial statements accurately or on a timely basis and/or it may expose the Group
to risk. Any concerns investors may have over the potential lack of available and current financial
information and the controls the Group has in place could adversely affect the Company’s share price.
Counterparty risk
There is a risk that parties with whom the Group trades or has other business relationships (including
partners, customers, suppliers, subcontractors and other parties) may become insolvent or may a party
to or a victim of a VAT fraud. This may be as a result of general economic conditions or factors specific
to that party or by inadequate checks being made on a counterparty’s supply chain. In the event that a
party with whom the Group trades becomes insolvent or is a party to or a victim of a VAT fraud, this
could have an adverse impact on the Group’s business, revenue, financial condition, profitability, tax
recoverability, results, reputation, prospects and/or future operations. This risk may be higher where the
counterparty is located or registered outside the United Kingdom, as the costs of enforcing the Group’s
rights to payment or performance may be higher than would be the case in the United Kingdom, or the
local legal system may not function in a manner which is conducive to expeditious recovery or
enforcement. The Board seeks to mitigate these risks through, for example, carrying out credit checks
on new business customers or business partners and requiring certain customers or business partners
to put in place letters of credit or similar payment guarantee arrangements before extending them more
than an appropriate level of credit.
COVID-19
The outbreak of COVID-19 has negatively impacted economic conditions globally and continues to
have an adverse and disruptive effect on the UK economy. To date the Company has adapted to the
challenges the pandemic has presented and is likely to need to continue to remain agile and adapt over
the coming months in response to any further developments relating to the COVID-19 outbreak.
If the COVID-19 pandemic continues for a prolonged period of time, this may result in operational
challenges, delays in receiving payments from clients and may impact the Company’s ability to secure
new business. The COVID-19 pandemic may therefore have an adverse effect on the Company’s
business, cash flows, profitability, results of operation and financial condition.
Exchange rate risk
Due to the international nature of its business, the Group is exposed to changes in foreign currency
rates. Supreme’s functional currency used in its financial statements is Pounds Sterling. However, it
conducts and will continue to conduct transactions in currencies other than Pounds Sterling, including
46
the Euro and US Dollar. The Group sets the sales prices for its products at periodic fixed intervals. If
there is a significant weakening of the exchange rate between the local currency in which the revenue
is generated prior to the sale and subsequent to its fixing of prices, then its expected margins may be
reduced. Although Supreme seeks to manage its foreign currency risks in order to minimise any
negative effects caused by exchange rate fluctuations, including by engaging in foreign exchange
hedging transactions, there can be no assurance it will be able to do so successfully, and fluctuations
in exchange rates could have a material adverse effect on the Group’s business, revenue, financial
condition, profitability, results, prospects and/or future operations.
Dependence on economic conditions and consumer confidence
Many factors affect the level of consumer spending in any particular jurisdiction, including the state of
the economy as a whole, stock market performance, interest rates, currency exchange rates, recession,
inflation or deflation, political uncertainty, the availability of consumer credit, taxation, unemployment
and other matters that influence consumer confidence and/or levels of disposable income. All of these
are outside the Group’s control. A decline in general economic conditions may lead to either delayed or
failed payments by customers or customers entering into insolvency processes such as administration,
putting pressure on Supreme’s own liquidity. The Group distributes its products internationally and may
be affected by the same factors in some or all of these markets at any particular time. A significant
decline in the UK and/or global economy and/or in consumers’ confidence or liquidity could have a
material adverse effect on Supreme’s business, revenue, financial condition, profitability, results,
prospects and/or future operations.
Expansion into new jurisdictions
As part of its growth strategy, the Group intends to explore opportunities in markets outside the UK. Any
expansion into new markets would expose Supreme to a variety of risks including: different regulatory
requirements; compliance with international trading rules including sanctions regimes; different
customer preferences; managing foreign operations; exchange rate risk; new or enhanced exposure to
local economies and consumer confidence; and the potential for higher rates of fraud. Equally, any
expansion into a new territory may not be successful if the Group is not able to achieve a sufficiently
strong brand image, perception and/or recognition in any particular territory. Successful entry into new
jurisdictions will also depend on Supreme’s ability to identify and engage appropriately with the right
retailers, logistics providers and/or wholesale partners. The Group may be unable to identify and
engage with the right retailers, logistics providers and/or wholesale partners to facilitate expansion into
new jurisdictions. Supreme may expend resource on expansion into a territory which ultimately either
proves to be unsuccessful or takes a much longer period than anticipated to become successful.
Failures and/or delays in successfully launching into new territories may have a material adverse effect
on the Group’s business, revenue, financial condition, profitability, results, prospects and/or future
operations.
Third party production and supply
The Group outsources the production of some of its products to external manufacturers with appropriate
expertise and capacity. A significant proportion of Supreme’s battery and lighting products are
manufactured in China. Similarly, a significant proportion of Supreme’s batteries are manufactured for
the relevant brand either by or on behalf of that brand. In addition, the Group does not have long term
supply agreements with its third-party manufacturers and/or suppliers. The inability of third-party
manufacturers to produce and dispatch orders in a timely and appropriate manner, to the required
quality, or to comply with their obligations or other laws and regulations could have a negative impact
on Supreme’s operations and business. Likewise, any supplier failure or any decision by a supplier not
to accept some or any orders from the Group could have a negative impact on Supreme’s operations
and business. Similarly, if Supreme expands beyond the production capacity of its current suppliers, it
may not be able to find new suppliers with an appropriate level of expertise and capacity in a timely
manner. If any of these risks were to develop, it could have a material adverse effect on the Group’s
business, revenue, financial condition, profitability, results, prospects and/or future operations.
Product Liability
The Group may be liable under the Consumer Protection Act 1987 or by contract for defective products
imported or otherwise supplied by the Group but which the Group has not manufactured and/or
designed. The Group may not be able to obtain reimbursement or any contribution to any liability for of
any claim in respect of such defective products whether the agreements with such suppliers or
47
manufacturers provide for any such reimbursement or not. Similarly, the Group may be liable under the
Consumer Protection Act 1987 or by contract or in negligence for defective products supplied by the
Group which the group has manufactured and/or designed. Whilst the Company maintains product
liability insurance such policies contain exclusions and limitations and excesses. A substantial claim for
loss of assets or loss of production which was not covered by the Group’s insurance could have a
material adverse effect on the Group’s financial results.
The sale of goods to consumers is subject to the Sale of Goods Act 1979 (the “SGA”) and otherconsumer rights legislation. Pursuant to the SGA, the Group may be held liable for the cost of repairing
or replacing any goods that the Group sells which do not meet the express terms of the contract for sale
or the implied terms of satisfactory quality, fitness for purpose or correspondence with description. Any
claims that a customer may have against the manufacturer of the goods or under a warranty sold by
the manufacturer or a third party are in addition to the rights that the customer has against the seller
under the SGA. Accordingly, a customer who has purchased goods from the Group that allegedly does
not meet an express or implied contractual term may choose to bring a claim against the Group as the
seller of the goods and, in particular, customers may choose to bring such a claim in circumstances
where the manufacturer has entered administration or become insolvent or is overseas.
Changes in input and raw material prices
The Group’s manufacturing suppliers purchase substantial amounts of raw materials for use in
manufacturing Supreme’s products. The price of these raw materials has a direct impact on the price
the Group pays its manufacturers for its products. The price and availability of certain raw materials has
fluctuated in the past, and may fluctuate in the future, depending on a variety of factors, supply
conditions, government regulation, war, terrorism, labour unrest, the economic climate, exchange rates,
global demand for raw materials and other unpredictable factors. Additionally, costs of third party
providers for Supreme’s transportation costs may increase. Any increase in the price of raw materials
or Supreme’s transportation costs could cause delays in product deliveries, affect the availability of
Supreme’s products and/or increase the cost of Supreme’s products, some or all of which Supreme
may not be able to pass on to its customers and so profitability could be impacted. All of the foregoing
factors could have a material adverse effect on the Group’s business, revenue, financial condition,
profitability, results, prospects and/or future operations.
Dependence on suppliers
The Group’s suppliers are not contractually committed to sell their products to the Group on a long term
basis and may cease to sell or reduce their sales to the Group of their products at any time. Were a
material number of suppliers, and in particular suppliers of branded products, to cease to sell or reduce
their sales to the Group of their products, and those suppliers and their former levels of sales were not
replaced with new suppliers or increased sales by existing suppliers, then this could materially and
adversely affect the Group’s business, revenue, financial condition, profitability, results, prospects
and/or future operations.
Battery and lighting products are principally manufactured and/or sourced in markets outside of the UK,
e.g. in China. There are a variety of risks generally associated with doing business in foreign markets
and importing items from such regions, including delays associated with customs procedures, risks
related to labour practices and supply chain ethics, heightened anti-bribery and corruption concerns,
quality assurance concerns, environmental risks, risks of transportation of products by sea and
imposition of taxes. Any of these risks and/or any failure to supply more generally could restrict the
availability of products and/or increase the costs of Supreme’s products and/or change consumers’
perceptions about the quality of its products and could have a material and adverse effect on the
Group’s business, revenue, financial condition, profitability, results, prospects and/or future operations.
The Group purchases from its suppliers certain cannabidiol products. The Group relies on those
suppliers to ensure that cannabidiol concentrations of Tetrahydrocannabinol are kept below one
milligram per component part of the product. Whilst the Group conducts tests on batches of products
there is a risk if this concentration is exceeded that the Group may be committing an offence under the
Misuse of Drugs Regulations 2001.
48
Commercial contracts
Members of the Group have engaged and will continue to engage with suppliers and customers with
more negotiating leverage than is available to Supreme. Such parties may be suppliers of goods,
services, utilities or operational systems and the software used by the Group to operate its business.
The standard commercial terms of such entities may not be subject to negotiation and the Group may
be required to tolerate terms which are less favourable than might be anticipated or preferred. If for any
reason a member of the Group comes to breach such terms, the financial and operational penalties
could be severe and have a material adverse impact on the Group’s business, revenue, financial
condition, profitability, results, prospects and/or future operations. Similarly, the terms of such contracts
may restrict the Group’s ability to fully recover loss and damage arising from breaches by such
counterparty or restrict the range of sanctions (including termination rights) available to the Group. As
the Group has grown in size and sophistication it has continued to develop its processes and
procedures for the review and negotiation of commercial contracts. The Board intends to continue to
monitor this area of the business and further develop these processes and procedures in order to
ensure that so far as possible the Group is able to achieve a favourable outcome in relation to
contractual negotiations including to trade on the Group’s own terms and conditions where possible.
Where necessary or advisable the Board will invest in the Group’s commercial contracting processes
and procedures for this purpose. This may result in the Group being required to incur additional costs,
which could have an adverse effect on the returns available on an investment in the Company.
The Group engages with its principal suppliers and customers either on those suppliers’ or customers’
terms and conditions or, where the Group’s own terms and conditions are not accepted, without any
formalised arrangements. As a result, there can be no guarantee that orders from suppliers will be
accepted. Further, the Group has limited visibility on the standard terms of its suppliers and customers
which may contain provisions unfavourable to the Group such as seeking to exclude liability or restrict
remedies for breach of contract or may impose onerous obligations on the Group or may include
indemnities, provided by the Group, sometimes on an uncapped basis. Such provisions create an
inherent risk that any liability on the Group’s part under a supplier or customer’s terms and conditions
could be material. A successful claim under such an indemnity may have a significant impact on the
Group’s profitability. The suppliers’ or customers’ location may also mean that English law does not
apply.
Certain commercial contracts to which members of the Group are party entitle the counterparty to
terminate such agreements upon a change of control. Whilst Admission will not result in a change of
control of the business, subsequent issues of Shares could result in a change of control occurring. The
Board has identified those contracts which it believes are material to the business and operations of the
Group and will after Admission seek confirmation from the counterparty that it does not intend to
exercise any such termination right.
Insurance risk
There can be no certainty that the Group’s insurance cover is adequate to protect against every
eventuality. The occurrence of an event for which the Group did not have adequate insurance cover
could have a materially adverse effect on the Group’s business, revenue, financial condition,
profitability, results, prospects and/or future operations.
Estimates in financial statements
Preparation of consolidated financial statements requires the Group to use estimates and assumptions.
Accounting for estimates requires management to use its judgment to determine the amount to be
recorded on its financial statements in connection with these estimates. The Group’s accounting
policies require management to make certain estimates and assumptions as to future events and
circumstances. In addition, the carrying amounts of certain assets and liabilities are often determined
based on estimates and assumptions of future events. If the estimates and assumptions are inaccurate,
Supreme could be required to write down the value of certain assets. On an ongoing basis, the Group
re-evaluates its estimates and assumptions. However, the actual amounts could differ from those
estimates and assumptions.
49
REGULATORY, TAX AND LEGAL RISKS
Regulatory risks
As the Group has grown in size and sophistication it has continued to develop its risk management and
compliance procedures in conjunction with its advisers in order to ensure its compliance with current
legislation, regulation, rules and practices and the Board’s interpretation thereof. Such interpretation
may not be correct and legislation, regulation, rules and practice may change, possibly with
retrospective effect. Any such changes may require the Group’s risk management and compliance
procedures to be amended and require investment in ensuring ongoing legal compliance.
The Board monitors the Group’s risk management and compliance procedures and will continue to do
so following Admission. Where necessary or advisable it will invest in the Group’s risk management and
compliance procedures in order to ensure ongoing legal compliance. Any change in legislation,
regulation, rules, or practice may result in the Group being required to incur additional costs, as would
further investment in the Group’s risk management and compliance procedures. Each of these could
have an adverse effect on the returns available on an investment in the Company.
Risks relating to taxation, import duties and changes in legislation
This document has been prepared on the basis of current legislation, regulation, rules and practices
and the Board’s interpretation thereof. Such interpretation may not be correct and legislation,
regulation, rules and practice may change, possibly with retrospective effect. Anti-dumping duties
(which in the EU may be imposed if it is concluded that products are being sold at below their normal
market value or are otherwise subsidised) imposed by the EU, or the UK on products sourced from
overseas countries may have an adverse effect on the returns available on an investment in the
Company. Equally any change in legislation, regulation, rules, or practice, any change to the existing
mechanisms relating to or duties payable on the importation of products and in particular in the tax
status or tax residence of the Group or the Company, may have an adverse effect on the returns
available on an investment in the Company
Legal risks
Legal risks include an absence of adequate protection for intellectual property rights, an inability to
enforce foreign judgments relating to contracts entered into by the Group, absence of a choice of law,
and an inability to refer disputes to arbitration or to have a choice with regard to arbitration rules, venue
and language. Mitigation measures for these risks may be limited.
The Group employs personnel and contracts for the services of professionals, advisers, consultants
and others to supply their expertise to the Group and such personnel, professionals, advisers,
consultants and others advise the Group and may make submissions or declarations on behalf of
members of the Group. There is a risk that advice given by these persons may be incorrect or that such
submissions or declarations may contain mistakes.
Packaging waste responsibility compliance
The Group’s distribution centre handles packaging waste which holds, protects, delivers and presents
its products. The United Kingdom has producer responsibility legislation relating to packaging waste,
which obliges businesses which handle packaging waste above certain specified thresholds to register
as “obligated packaging producers” and comply with applicable legislation. Non-compliance with
applicable legislation is an offence and the appropriate regulator either can prosecute or, as a result of
more recent enforcement powers, potentially impose a financial penalty, or accept a financial offering,
reflective of the perceived severity of the non-compliance.
Battery and Lighting environmental compliance risk
The EU Waste Electrical and Electronic Equipment (“WEEE”) regime (implemented in the UK by TheWaste Electrical and Electronic Equipment Regulations 2013 as amended) aims to:
• Prevent WEEE and encourage its reuse, recycling and other forms of recovery to reduce the
need to dispose of it;
• Improve the environmental performance of all operators involved in the life cycle of electrical and
electronic equipment (“EEE”); and
50
• Protect the environment and human health by preventing or reducing the adverse impacts of
WEEE.
The WEEE regime does this by placing financial responsibilities on producers and distributors of EEE
to pay for collection and disposal schemes for WEEE. This forms part of a wider package of “producer
responsibility schemes”, which includes the packaging waste regime referred to above. Presently there
are 10 categories of WEEE which include lighting appliances. From 15 August 2018 the categories will
be broadened. The WEEE regime requires:
• That final holders and distributors can return household WEEE free of charge for re-use,
disassembly and recycling to producers (or third parties acting on their behalf);
• Producers to finance the collection, treatment, recovery and environmentally-sound disposal of
WEEE from private households that has been deposited at certain collection facilities; and
• Producers to finance the collection, treatment, recovery and environmentally-sound disposal of
WEEE from products placed on the market after 13 August 2005 from non-domestic users.
The cost of this regime applies to some of the Group’s batteries and lighting products. The WEEE
regime complements and mirrors the batteries regime under the Batteries Directive 2006, which
provides for a similar producer responsibility scheme for the collection, treatment and recycling of waste
batteries. Portable batteries in particular may fall under the scope of WEEE and are a key product of
the Group.
Data privacy breaches or failure to protect confidential information
Supreme is subject to a number of laws relating to privacy and data protection, including the UK’s Data
Protection Act 1988 and the Privacy and Electronic Communications (EC Directive) Regulations 2003,
as well as relevant non-EEA data protection and privacy laws and the General Data Protection
Regulation of the EU. Such laws govern the Group’s ability to collect, use and transfer information
relating to its customers, including the use of that information for marketing purposes. Supreme relies
on third party contractors and its own employees to collect data and to maintain its databases and,
therefore, is exposed to the risk that such data could be wrongfully accessed, appropriated, lost,
disclosed, damaged or processed in breach of data protection regulations. The Group processes
employee personal data and customer personal data and, through third parties, as part of its business
and therefore must comply with strict data protection and privacy laws in the European Union and
certain other jurisdictions in which the Group operates. Those laws restrict Supreme’s ability to collect,
use and delete customer information. The Group is exposed to the risk that customer data could in the
future be wrongfully accessed, appropriated, lost, retained, disclosed, damaged or processed in breach
of data protection regulations.
If the Group or any of the third party service providers on which it relies fails to process and/or transfer
customer information and payment details online in a secure manner, or if any unauthorised or unlawful
loss, theft, retention, disclosure or destruction of customer data were otherwise to occur, the Group may
be subject to claims from third parties relating to the infringement of privacy rights or data protection
laws and/or investigative or enforcement action (including criminal proceedings and significant
pecuniary penalties) by the Information Commissioner’s Office in the UK or similar regulatory authorities
in other jurisdictions in which Supreme operates. This could also result in the loss of the goodwill of its
customers, damage the Group’s reputation and deter new customers. Each of these factors could harm
the Group’s business, revenue, financial condition, profitability, results, prospects and/or future
operations.
Despite controls to protect the confidentiality and integrity of customer and other information, Supreme
may breach restrictions or may be subject to attack from computer programs that attempt to penetrate
its network security and misappropriate confidential information. Any perceived or actual failure to
protect confidential data could harm the Group’s reputation and credibility, reduce its sales, reduce its
ability to attract and retain customers or result in litigation or other actions being brought against it or
the imposition of fines and, as a result, could have a material adverse effect on the Group’s business,
revenue, financial condition, profitability, results, prospects and/or future operations.
51
Whilst Supreme strives to comply with all applicable laws, regulations, policies and legal obligations
relating to privacy and data protection, there is a risk that Group policies and measures may not
deemed sufficient in order to comply with the latest data protection regulations or regulatory guidance.
RISKS RELATING TO THE VAPING INDUSTRY
Changes in existing laws and regulations and the imposition of new laws
Vaping is a recent innovation compared to traditional cigarettes, with e-cigarette products being
introduced to the European market approximately 14 years ago. Accordingly, there are no long-term
health studies of the effect of vaping on users. Whilst recent reports (e.g. Public Health England’s
Evidence update review of e-cigarettes dated March 2020) tend to support vaping as being substantially
less harmful than smoking and a potential aid to cease smoking, future reports may take a different view
based on longer term studies which may affect the Group’s revenues and profits. As vaping devices
have become more popular in recent years, there is a risk of government action to introduce more
stringent laws and regulations to regulate this rising substitute for conventional tobacco which could for
example, include the prohibition of vaping in public spaces which may adversely affect the Group’s
business, financial condition and results of operations.
Tobacco duty revenues (excluding VAT) were estimated by the Tobacco Manufacturers’ Association to
be £9.3 billion in the UK for the tax year from 6 April 2018 to 5 April 2019. If vaping leads to a reduction
in traditional smoking, government may look to any replacement, e.g. vaping, for additional taxes to
make up some or all the shortfall. A reduction in vaping or an increase in taxes may lead to the Group’s
revenues or profits being adversely affected.
The Group manufactures and or distributes vaping products which are subject to regulation. Details of
the regulation of vaping is set out in Part II of this document.
Developing new vaping products
Innovation in vaping hardware has led to a progression from cigarette like devices using cartridges to
devices that use e-liquids and tanks. Future changes to hardware and the method of vaping (e.g. closed
vape systems, open vape systems and heat not burn devices) may leave the Group at a competitive
disadvantage if it is not able to continue to successfully develop its product offering, cannot keep pace
with changes to consumer preferences, or fails to do so in a timely manner or fails to have adequate
supplies to meet demand.
The Group may not be able to identify, develop and manufacture new products successfully, if at all, or
on a timely basis. If we fail to successfully develop or sell new products, the Group’s business, financial
conditions and results of operations may be materially and adversely affected.
Impact of vaping on health
Should the usage of vaping devices be identified as presenting long-term health risks, the market
demands for vaping devices may decline significantly, which may materially and adversely affect the
Group’s business, financial conditions and results of operations. With vaping only introduced to the UK
market in 2006, the medical profession is still in the course of studying the long-term health effects of
vaping notwithstanding the supportive positioning taken by the NHS, Public Health England and Cancer
Research UK. If the medical profession concludes that vaping device usage poses long-term health
risks or is linked to respiratory illness or other diseases, the health awareness of customers may
increase and the market demands may significantly decline, which would have a material adverse effect
on our business, financial conditions and results of operations.
Payment Methods
When sales are conducted over the internet or through other third party platforms the Group accepts
payment through a variety of methods e.g. credit card, debit card, PayPal, Shopify. These payment
methods are not under the control of the Group and could be withdrawn which could harm the Group’s
business, revenue, financial condition, profitability, results, prospects and/or future operations. In
particular 88Vape received a notification from PayPal that due to increased scrutiny from regulators and
payment partners, PayPal had introduced additional controls regarding the sale of e-cigarettes and
related products and requesting certain information. The Group has replied to that request in
September 2020, has received no further communication from PayPal in respect thereof and continues
52
to receive payments through PayPal. Whilst the platform will switch to another payment provider should
Paypal take further action, there may be a short term disruption to 88vape.com
RISKS RELATING TO THE PLACING AND THE SHARES
Share price volatility and liquidity
AIM is a trading platform designed principally for growth companies, and as such, tends to experience
lower levels of trading liquidity than larger companies quoted on the Official List or some other stock
exchanges. Following Admission there can be no assurance that an active or liquid trading market for
Shares will develop or, if developed, that it will be maintained. The Shares may therefore be subject to
large fluctuations on small volumes of shares traded. As a result, an investment in shares traded on AIM
carries a higher risk than those listed on the Official List.
Prospective investors should be aware that the value of an investment in the Group may go down as
well as up and that the market price of Shares may not reflect the underlying value of the Group. There
can be no guarantee that the value of an investment in the Group will increase. Investors may therefore
realise less than or lose all of, their original investment. The share prices of publicly quoted companies
can be highly volatile and shareholdings illiquid. The price at which Shares are quoted and the price
which investors may realise for their Shares may be influenced by a large number of factors, some of
which are general or market specific, others which are sector specific and others which are specific to
the Group and its operations. These factors include, without limitation, (i) the performance of the overall
stock market, (ii) large purchases or sales of Shares by other investors, (iii) financial and operational
results of the Group (iv) changes in analysts’ recommendations and any failure by the Group to meet
the expectations of the research analysts, (v) changes in legislation or regulations and changes in
general economic, political or regulatory conditions, and (vi) other factors which are outside of the
control of the Group.
Shareholders may sell their Shares in the future to realise their investment. Sales of substantial
amounts of Shares following Admission and/or termination of the lock-in restrictions (the terms of which
are summarised in paragraph 9 of Part IX of this document), or the perception that such sales could
occur, could materially adversely affect the market price of Shares available for sale compared to the
demand to buy Shares. There can be no guarantee that the price of Shares will reflect their actual or
potential market value or the underlying value of the Group’s net assets and the price of Shares may
decline below the Placing Price. Shareholders may be unable to realise their Shares at the quoted
market price or at all.
Funding
The Group is currently cash generative and benefits from sufficient working capital for the near term.
However, there is a risk that the Group may need to raise funding in the future for a number of reasons,
including working capital, to fund an acquisition or expansion, general corporate purposes or to
restructure its balance sheet. At present, the Directors do not believe there is any requirement to raise
any further external finance for the Group.
Investment risk
An investment in a quoted company is highly speculative, involves a considerable degree of risk and is
suitable only for persons or entities which have substantial financial means and who can afford to hold
their ownership interests for an indefinite amount of time or to lose their investment principal. While
various investment opportunities are available, potential investors should consider the risks that pertain
to trading companies in general.
Dilution
If the Company were to offer equity securities for sale in the future, Shareholders not participating in
these equity offerings may become diluted and pre-emptive rights may not be available to certain
Shareholders. The Company may also in the future issue Shares, warrants and/or options to subscribe
for new Shares, including (without limitation) to certain advisers, employees, directors, senior
management and consultants. The exercise of such warrants and/or options may also result in dilution
of the shareholdings of other investors.
53
Dividends may not be paid
While the Company intends to pay bi-annual dividends going forward, the declaration and payment of
any future dividends will be subject to the discretion of the Directors, and subject to compliance with the
Companies Act and the Company’s Articles of Association, will depend on the Company’s earnings,
financial position, cash requirements, strategic goals and availability of distributable reserves.
54
PART IV
HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP
SECTION A: ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATIONRELATING TO THE GROUP
BDO LLP 3 Hardman Street Manchester
M3 3AT
The DirectorsSupreme plc4 Beacon RoadAshburton ParkTrafford ParkManchesterM17 1AF
Grant Thornton UK LLP30 Finsbury SquareLondonEC2A 1AG 27 January 2021
Ladies and Gentlemen
Supreme plc (the “Company”)and its subsidiaries (together, the “Group”)
Introduction
We report on the financial information set out in Section B of Part IV. This financial information has beenprepared for inclusion in the admission document dated 27 January 2021 of the Company (the“Admission Document”) on the basis of the accounting policies set out in note 2 to the financialinformation. This report is required by paragraph (a) of Schedule Two of the AIM Rules for Companiesand is given for the purpose of complying with that paragraph and for no other purpose.
Responsibilities
The directors of the Company are responsible for preparing the financial information in accordance withInternational Financial Reporting Standards as adopted by the European Union.
It is our responsibility to form an opinion on the financial information and to report our opinion to you.
Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules forCompanies to any person as and to the extent there provided, to the fullest extent permitted by the lawwe do not assume any responsibility and will not accept any liability to any other person for any losssuffered by any such other person as a result of, arising out of, or in connection with this report or ourstatement, required by and given solely for the purposes of complying with Schedule Two of the AIMRules for Companies consenting to its inclusion in the Admission Document.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the financial information. It also included an assessment of significantestimates and judgements made by those responsible for the preparation of the financial informationand whether the accounting policies are appropriate to the entity’s circumstances, consistently appliedand adequately disclosed.
55
We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance thatthe financial information is free from material misstatement whether caused by fraud or other irregularityor error.
Our work has not been carried out in accordance with auditing or other standards and practicesgenerally accepted in the United States of America or other jurisdictions outside the United Kingdomand accordingly should not be relied upon as if it had been carried out in accordance with thosestandards and practices.
Opinion
In our opinion, the financial information gives, for the purposes of the Admission Document, a true andfair view of the state of affairs of Supreme as at 31 March 2019 and 2020 and of its profits, cash flowsand changes in equity for the nine months ended 31 March 2019 and the year ended 31 March 2020in accordance with the basis of preparation set out in note 1 to the financial information.
Declaration
For the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies, we areresponsible for this report as part of the Admission Document and declare that we have taken allreasonable care to ensure that the information contained in this report is, to the best of our knowledge,in accordance with the facts and contains no omission likely to affect its import. This declaration isincluded in the Admission Document in compliance with Schedule Two of the AIM Rules for Companies.
Yours faithfully
BDO LLPChartered Accountants
BDO LLP is a limited liability partnership registered in England and Wales (with registered numberOC305127)
56
SECTION B: HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP
Consolidated Statement of Comprehensive Income 9 month Period Ended Year Ended 31 March 31 March 2019 2020 Note £’000 £’000
Revenue 5 62,354 92,329Cost of sales 6 (44,868) (65,509) ———— ————Gross profit 17,486 26,820Administration expenses 6 (7,407) (12,827) ———— ————Operating profit 10,079 13,993Adjusted EBITDA1 11,239 16,209Depreciation 14 & 22 (910) (1,548)Amortisation 13 (10) (25)Exceptional items 7 (240) (643)
Operating profit 10,079 13,993Finance income 9 28 3Finance costs 10 (505) (783) ———— ————Profit before taxation 9,602 13,213Income tax 11 (1,733) (2,318) ———— ————Profit for the year 7,869 10,895 ———— ————Other comprehensive income/(loss)Currency translation differences – (9) ———— ————Total comprehensive income for the year 7,869 10,886 ———— ————Earnings per share – basic 12 £0.07 £0.10Earnings per share – diluted 12 £0.07 £0.10 ———— ————Note 1: Adjusted EBITDA, which is defined as profit before finance costs, tax, depreciation, amortisation, exceptional items, andprofit/(loss) from transactions in non-hedging foreign exchange derivative contracts is a non-GAAP metric used by managementand is not an IFRS disclosure.
All results derive from continuing operations.
57
Consolidated Statement of Financial Position As at As at 31 March 31 March 2019 2020 Note £’000 £’000
AssetsGoodwill and other intangibles 13 768 1,778Property, plant and equipment 14 2,808 3,458Right of use asset 22 2,014 1,495Investments 15 60 7Deferred tax 16 31 – ———— ————Total non-current assets 5,681 6,738 ———— ————Current assetsInventories 17 15,033 14,458Trade and other receivables 18 14,041 16,739Derivative financial instruments 23.9 – 209Income tax recoverable – 9Cash and cash equivalents 19 1,694 6,718 ———— ————Total current assets 30,768 38,133 ———— ————Total assets 36,449 44,871 ———— ————LiabilitiesCurrent liabilitiesBorrowings 21 4,799 7,181Trade and other payables 20 7,511 13,682Income tax payable 1,953 2,340 ———— ————Total current liabilities 14,263 23,203 ———— ————Net current assets 16,505 14,930 ———— ————Borrowings 21 18,008 17,413Deferred tax liability 16 – 191 ———— ————Total non-current liabilities 18,008 17,604 ———— ————Total liabilities 32,271 40,807 ———— ————Net assets 4,178 4,064 ———— ————EquityShare capital 24 11,001 11,001Merger reserve (22,000) (22,000)Retained earnings 15,177 15,063 ———— ————Total equity 4,178 4,064 ———— ————
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Consolidated Statement of Changes in Equity Share Merger Retained Total Capital reserve earnings equity £’000 £’000 £’000 £’000
As at 1 July 2018 11,001 (22,000) 23,274 12,275Profit for the period – – 7,869 7,869 ———— ———— ———— ————Total comprehensive income for the period – – 7,869 7,869 ———— ———— ———— ————Transactions with shareholders:Dividends – – (16,288) (16,288)Share based payments credit (note 25) – – 322 322 ———— ———— ———— ————As at 31 March 2019 11,001 (22,000) 15,177 4,178 ———— ———— ———— ————Profit for the year – – 10,895 10,895Other comprehensive loss – – (9) (9) ———— ———— ———— ————Total comprehensive income for the year – – 10,886 10,886 ———— ———— ———— ————Transactions with shareholders:Dividends – – (11,000) (11,000) ———— ———— ———— ————As at 31 March 2020 11,001 (22,000) 15,063 4,064 ———— ———— ———— ————
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Consolidated Statement of Cash Flows 9 month Period Ended Year Ended 31 March 31 March 2019 2020 Note £’000 £’000
Net cash flow from operating activitiesProfit for the period/year 7,869 10,895Adjustments for:Amortisation of intangible assets 13 10 25Depreciation of tangible assets 14 & 22 910 1,548Fixed asset investment written off 15 – 60Finance income 9 (28) (3)Finance costs 10 505 783Amortisation of capitalised finance costs – 149Income tax expense 11 1,733 2,318Share based payments expense 25 322 –Working capital adjustments(Increase)/decrease in inventories (4,167) 2,472Increase in trade and other receivables (2,270) (942)Increase in trade and other payables 2,062 1,442Taxation paid (986) (1,716) ———— ————Net cash from operations 5,960 17,031 ———— ————Cash flows used in investing activitiesPurchase of intangible fixed assets 13 (435) (26)Purchase of property, plant and equipment 14 (882) (1,655)Purchase of subsidiaries net of cash acquired 26 – (3,547)Proceeds from sale of property, plant and equipment 192 –Interest received 28 3 ———— ————Net cash used in investing activities (1,097) (5,225) ———— ————Cash flows used in financing activitiesDrawdown of loans 21 15,572 6,000Repayment of loans 21 – (4,066)Drawdown of other loans 21 – 3,735Repayment of other loans 21 (3,150) –Dividends paid (16,288) (11,000)Finance costs paid (432) (691)Lease payments 22 (364) (579) ———— ————Net cash used in financing activities (4,662) (6,601) ———— ————Net increase in cash and cash equivalents 201 5,205Cash and cash equivalents brought forward 1,342 1,543Foreign exchange – (30) ———— ————Cash and cash equivalents carried forward 1,543 6,718 ———— ————Cash and cash equivalents 19 1,694 6,718Bank overdraft 21 (151) – ———— ———— 1,543 6,718 ———— ————
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Notes to the Historical Financial Information
1. Basis of preparation
Supreme Ltd (the “Company”) is domiciled in the UK, with company registration number 05844527. Theprincipal activity is the wholesale distribution of batteries, lighting, vaping and the associated sundryproducts, sports nutrition and wellness products and branded household consumer goods. Theregistered office is 4 Beacon Road, Ashburton Park, Trafford Park, Manchester, M17 1AF.
This historical financial information (“Historical Financial Information”) has been prepared on a goingconcern basis under the historical cost convention, modified for the revaluation of certain financialinstruments; in accordance with International Financial Reporting Standards (IFRSs) as adopted by theEU, the International Financial Reporting Interpretations Committee (IFRIC) interpretations issued bythe International Accounting Standards Boards (“IASB”) that are effective or issued and have beenadopted as at the time of preparing this Historical Financial Information, except as described below.
The deemed transition date to IFRS, for the purposes of this Historical Financial Information on theCompany is 1 July 2018, which is the beginning of the first year presented. Details of the transition areset out in Note 32. The principles and requirements for first time adoption of IFRS are set out in IFRS 1.IFRS 1 allows certain exceptions and exemptions in the application of particular standards to prior yearsin order to assist companies with the transition process. The Company has not applied any of theoptional exemptions and has applied the exception with regard to restatement of past businesscombinations under IFRS 3. Contrary to the requirements of IFRS 1, a balance sheet as at the date oftransition of 1 July 2018 has not been presented and this is therefore a departure from the requirementsof IFRS. In all other respects IFRS has been applied.
This Historical Financial Information presents the financial track record of the Company for the 9 monthperiod from 1 July 2018 to 31 March 2019 and the year ended 31 March 2020 and is prepared for thepurposes of admission to AIM, a market operated by the London Stock Exchange. This HistoricalFinancial Information has been prepared in accordance with the requirements of the AIM Rules forCompanies and in accordance with this basis of preparation summarised below.
The preparation of Historical Financial Information requires the Directors to exercise their judgement inthe process of applying accounting policies. The areas involving a higher degree of judgement orcomplexity, or areas where assumptions and estimates are significant to the Historical FinancialInformation are disclosed in Note 4.
The financial information for the year ended 31 March 2020 and the 9 month period ended 31 March2019 does not constitute the company’s statutory accounts for those years.
Statutory accounts for the year ended 31 March 2020 and 9 month period ended 31 March 2019 havebeen delivered to the Registrar of Companies.
The auditors’ reports on the accounts for 31 March 2020 and 31 March 2019 were unqualified, did notdraw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or498(3) of the Companies Act 2006.
The Historical Financial Information is presented in sterling and, unless otherwise stated, amounts areexpressed in pounds, to the nearest thousand.
The Board are, together, considered the chief operating decision maker.
2. Summary of significant accounting policies
The principal accounting policies adopted are set out below.
2.1 Basis of consolidation
The consolidated Historical Financial Information presents the results of the Company and itsown subsidiaries as if they form a single entity. Intercompany transactions and balances betweengroup companies are therefore eliminated in full.
The consolidated Historical Financial Information incorporates the results of businesscombinations using the purchase method. In the Consolidated Statement of Financial Position,
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the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised attheir fair values at the acquisition date. The results of acquired operations are included in theConsolidated Statement of Comprehensive Income from the date on which control is obtained.They are deconsolidated from the date control ceases. The merger reserve arose on a pastbusiness combination of entities that were under common control. The merger reserve is thedifference between the cost of investment and the nominal value of the share capital acquired.
2.2 Going concern
Supreme Ltd is funded by external banking facilities provided by HSBC until March 2024, as wellas through surplus cash held at bank. Taking account of these facilities and having consideredfuture strong trading and cash flow forecasts, the Directors have a reasonable expectation thatthe Company has adequate resources to continue in operational existence for the foreseeablefuture. Accordingly, the Directors continue to adopt the going concern basis in preparing theHistorical Financial Information.
2.3 Currencies
Functional and presentational currency
Items included in the Historical Financial Information are measured using the currency of theprimary economic environment in which the Company operates (“the functional currency”) whichis UK sterling (£). The Historical Financial Information is presented in UK sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using a standardexchange rate for a period if the rates do not fluctuate significantly. Foreign exchange gains andlosses resulting from the settlement of such transactions and from the translation at year-endexchange rates of monetary assets and liabilities denominated in foreign currencies arerecognised in the statement of comprehensive income. Non-monetary items that are measuredin terms of historical cost in a foreign currency are not retranslated.
2.4 Revenue recognition
Revenue solely relates to the sale of goods and arises from the wholesale distribution ofbatteries, lighting, vaping and the associated sundry products.
To determine whether to recognise revenue, the Company follows the 5-step process as set outwithin IFRS 15:
1. Identifying the contract with a customer.
2. Identifying the performance obligations.
3. Determining the transaction price.
4. Allocating the transaction price to the performance obligations.
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is measured at transaction price, stated net of VAT, and other sales related taxes.Rebates to customers take the form of volume discounts, which are a type of variableconsideration, and the transaction price is constrained to reflect the rebate element.
Revenue is recognised at a point in time as the Company satisfies performance obligations bytransferring the promised goods to its customers as described below. Variable consideration, inthe form of rebates, is also recognised at the point of transfer, however the estimate of variableconsideration is constrained at this point and released once it is highly probable there will not bea significant reversal.
Contracts with customers take the form of customer orders. There is one distinct performanceobligation, being the distribution of products to the customer, for which the transaction price isclearly identified. Revenue is recognised at a point in time when the Company satisfiesperformance obligations by transferring the promised goods to its customers, i.e. when control
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has passed from the Company to the customer, which tends to be on receipt by the customer. Inrespect of certain direct shipments control passes when an invoice is raised, payment received,and title formally transferred to the customer.
2.5 Goodwill
The carrying value of goodwill has arisen following the acquisition of subsidiary entities, wherethe trade and assets have subsequently been hived up into this company immediately postacquisition, and the related investment balance transferred to goodwill. Such goodwill is subjectto an impairment review, both annually and when there is an indication that the carrying valuemay be impaired. Any impairment is recognised immediately in the Statement of ComprehensiveIncome and is not reversed.
2.6 Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulatedamortisation and accumulated impairment losses.
The amortisation is charged on a straight line bases as follows:
Domain name – 10%Trademarks – 10%Customer relationships – 20%
2.7 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and anyimpairment losses. Cost includes the original purchase price of the asset and the costsattributable to bringing the asset to its working condition for its intended use. Depreciation ischarged so as to write off the costs of assets over their estimated useful lives, on a straight-linebasis starting from the month they are first used, as follows:
Plant and machinery – 25%Fixtures and fittings – 25%Motor vehicle – 25%Fashion hire assets – 25%
The gain or loss arising on the disposal of an asset is determined as the difference between thesales proceeds and the carrying amount of the asset and is recognised in the Statement ofComprehensive Income.
At each reporting date, the Company reviews the carrying amounts of its property, plant andequipment assets to determine whether there is any indication that those assets have sufferedan impairment loss. If any such indication exists, the recoverable amount of the asset isestimated in order to determine the extent of the impairment loss (if any).
Fashion Hire assets are presented within property, plant and equipment. Revenue is generatedfrom these assets through hire to third party customers.
2.8 Inventories
Inventories are valued using a first in, first out method and are stated at the lower of cost and netrealisable value. Cost includes expenditure incurred in the normal course of business in bringingthe products to their present location and condition.
At the end of each reporting period inventories are assessed for impairment. If an item ofinventory is impaired, the identified inventory is reduced to its selling price less costs to completeand sell and an impairment charge is recognised in the income statement. Where a reversal ofthe impairment is recognised the impairment charge is reversed, up to the original impairmentloss, and is recognised as a credit in the income statement.
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2.9 Income tax
The tax expense or credit represents the sum of the tax currently payable or recoverable and themovement in deferred tax assets and liabilities.
(a) Current income tax
Current tax is based on taxable income for the year and any adjustment to tax fromprevious years. Taxable income differs from net income in the statement of comprehensiveincome because it excludes items of income or expense that are taxable or deductible inother years or that are never taxable or deductible. The calculation uses the latest tax ratesfor the year that have been enacted or substantively enacted by the dates of the Statementof Financial Position.
(b) Deferred tax
Deferred tax is calculated at the latest tax rates that have been substantively enacted bythe reporting date that are expected to apply when settled. It is charged or credited in theStatement of Comprehensive Income, except when it relates to items credited or chargeddirectly to equity, in which case it is also dealt with in equity.
Deferred tax is the tax expected to be payable or recoverable on differences between thecarrying amounts of assets and liabilities in the Historical Financial Information and thecorresponding tax bases used in the computation of taxable income, and is accounted forusing the liability method. It is not discounted.
Deferred tax liabilities are generally recognised for all taxable temporary differences anddeferred tax assets are recognised to the extent that it is probable that taxable income willbe available against which the asset can be utilised. Such assets are reduced to the extentthat it is no longer probable that the asset can be utilised.
Deferred tax assets and liabilities are offset when there is a right to offset current taxassets and liabilities and when the deferred tax assets and liabilities relate to taxes leviedby the same taxation authority on either the same taxable entity or different taxable entitieswhere there is an intention to settle the balances on a net basis.
2.10 Leases
The Company has applied IFRS 16 throughout the period covered by the HFI. At inception of acontract, the Company assesses whether a contract is, or contains, a lease. A contract is, orcontains, a lease if the contract conveys the right to control the use of an identified asset for aperiod of time in exchange for consideration.
The Company recognises a right-of-use asset and a lease liability at the lease commencementdate. The right-of-use asset is initially measured at cost, which comprises the initial amount ofthe lease liability adjusted for any lease payments made at or before the commencement date,plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, lessany lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from thecommencement date to the earlier of the end of the useful life of the right-of-use asset or the endof the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses,if any, and adjusted for certain remeasurements of the lease liabilities.
The lease liability is initially measured at the present value of lease payments that were not paidat the commencement date, discounted using the Company’s incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. If there is aremeasurement of the lease liability, a corresponding adjustment is made to the carrying amountof the right-of-use asset, or is recorded directly in profit or loss if the carrying amount of the rightof use asset is zero.
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Short term leases and low value assets
The Company has elected not to recognise right-of-use assets and lease liabilities for short-termlease of machinery that have a lease term of 12 months or less or leases of low value assets.These lease payments are expensed on a straight-line basis over the lease term.
2.11 Payroll expense and related contributions
The Company provides a range of benefits to employees, including annual bonus arrangements,paid holiday arrangements and defined contribution pension plans.
Short term benefits, including holiday pay and other similar non-monetary benefits, arerecognised as an expense in the period in which the service is received.
2.12 Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grantis charged to profit or loss over the vesting period. Non-market vesting conditions are taken intoaccount by adjusting the number of equity instruments expected to vest at each Statement ofFinancial Position date so that, ultimately, the cumulative amount recognised over the vestingperiod is based on the number of options that eventually vest. Market vesting conditions arefactored into the fair value of the options granted. The cumulative expense is not adjusted forfailure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are eitherfactors beyond the control of either party (such as a target based on an index) or factors whichare within the control of one or other of the parties (such as the Group keeping the scheme openor the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fairvalue of the options, measured immediately before and after the modification, is also charged tothe Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement ofComprehensive Income is charged with fair value of goods and services received.
2.13 Pension costs
The Company operates a defined contribution pension scheme for employees. The assets of thescheme are held separately from those of the Company. The annual contributions payable arecharged to the statement of comprehensive income.
2.14 Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided tothe chief operating decision-maker. The chief operating decision-maker is responsible forallocating resources and assessing performance of operating segments.
The Directors consider that there are five identifiable business segments, being the distributionof batteries, lighting, vaping, sports nutrition & wellness, and branded household consumergoods.
2.15 Dividends
Dividends are recognised as a liability and deducted from equity at the time they are approved.Otherwise dividends are disclosed if they have been proposed or declared before the relevantfinancial statements are approved.
2.16 EBITDA and Adjusted EBITDA
Earnings before Interest, Taxation, Depreciation and Amortisation (“EBITDA”) and AdjustedEBITDA are non-GAAP measures used by management to assess the operating performance ofthe Company. EBITDA is defined as profit before finance costs, tax, depreciation andamortisation. Exceptional items are excluded from EBITDA to calculate adjusted EBITDA.
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The Directors primarily use the Adjusted EBITDA measure when making decisions about theCompany’s activities as this provides useful information for shareholders on underlying trendsand performance. As these are non-GAAP measures, EBITDA and Adjusted EBITDA measuresused by other entities may not be calculated in the same way and hence are not directlycomparable.
2.17 Exceptional costs and non-recurring items
The Company’s income statement separately identifies exceptional items. Such items are thosethat in the Directors’ judgement are one-off in nature or non-operating and need to be disclosedseparately by virtue of their size or incidence and may include, but are not limited to, professionalfees and other costs directly related to refinancing, acquisitions and capital transactions, materialimpairments of inventories and fashion hire assets. In determining whether an item should bedisclosed as an exceptional item, the Directors consider quantitative and qualitative factors suchas the frequency, predictability of occurrence and significance. This is consistent with the wayfinancial performance is measured by management and reported to the Board.
2.18 Financial instruments
Financial assets and financial liabilities are recognised in the Company’s Statement of FinancialPosition when the Company becomes party to the contractual provisions of the instrument.Financial assets are de-recognised when the contractual rights to the cash flows from thefinancial asset expire or when the contractual rights to those assets are transferred. Financialliabilities are de-recognised when the obligation specified in the contract is discharged, cancelledor expired.
Trade and other receivables
Trade and other receivables are initially measured at transaction price less provisions forexpected credit losses. The group applies the IFRS 9 simplified approach to measuring expectedcredit losses which uses a lifetime expected loss allowance. This lifetime expected credit lossesis used in cases where the credit risk on other receivables has increased significantly since initialrecognition. In cases where the credit risk has not increased significantly, the Group measuresthe loss allowance at an amount equal to the 12-month expected credit loss. This assessment isperformed on a collective basis considering forward-looking information.
IFRS 9’s impairment requirements use forward-looking information to recognise expected creditlosses – the ‘expected credit loss (ECL) model’.
Recognition of credit losses is determined by considering a broad range of information whenassessing credit risk and measuring expected credit losses, including past events, currentconditions and reasonable and supportable forecasts that affect the expected collectability of thefuture cash flows of the instrument.
Measurement of the expected credit losses is determined by a probability-weighted estimate ofcredit losses over the expected life of the financial instrument.
Credit Insurance is applied to all accounts over £2,500 with exception of proforma accounts andaccounts agreed by the CEO.
Interest income is recognised by applying the effective interest rate, except for short-termreceivables when the recognition of interest would be immaterial.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, demand deposits, and other short-termhighly liquid investments that are readily convertible to a known amount of cash and are subjectto an insignificant risk of changes in value.
Trade and other payables
Trade and other payables are initially measured at their fair value and are subsequentlymeasured at their amortised cost using the effective interest rate method; this method allocates
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interest expense over the relevant period by applying the “effective interest rate” to the carryingamount of the liability.
Invoice discounting facility
The company has entered into an invoice discounting arrangement with the bank, where aproportion of the debts have been legally transferred but the benefits and risks are retained bythe Company. Gross receivables are included within debtors and a corresponding liability inrespect of the proceeds received from the bank are shown within liabilities. The interest elementof the bank’s charges are recognised as they accrue and included in the statement ofcomprehensive income within other interest payable.
Borrowings
Interest-bearing overdrafts are classified as other liabilities. They are initially recorded at fairvalue, which represents the fair value of the consideration received, net of any direct transactioncosts associated with the relevant borrowings. Borrowings are subsequently stated at amortisedcost and finance charges are recognised in the Statement of Comprehensive Income over theterm of the instrument using an effective rate of interest. Finance charges, including premiumspayable on settlement or redemption, are accounted for on an accruals basis and are added tothe carrying amount of the instrument to the extent that they are not settled in the period in whichthey arise. Borrowings are classified as current liabilities unless the Company has anunconditional right to defer settlement of the liability for at least 12 months after the reportingdate.
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities oras equity in accordance with the substance of the contractual arrangements and the definitionsof a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entityafter deducting all of its liabilities. Equity instruments issued by the Company are recognised atthe proceeds received, net of direct issue costs.
Derivatives
Derivatives are initially recognised at the fair value on the date the derivative contract is enteredinto and are subsequently re-measured at their fair value. Changes in the fair value of derivativesare recognised in the income statement within cost of sales, on the basis that is where the relatedexpense is recognised, unless they are included in a hedging arrangement. Where theinstruments have been traded to take advantage of currency movements and not directly linkedto the settlement of purchase requirements the gain or loss is recognised separately in thestatement of comprehensive income as other operating income/expense. Financial liabilities arederecognised when the liability is extinguished, that is when the contractual obligation isdischarged, cancelled or expires.
3. Financial risk management
3.1 Financial risk factors
The Company’s activities expose it to certain financial risks: market risk, credit risk and liquidityrisk. The overall risk management programme focuses on the unpredictability of financial marketsand seeks to minimise potential adverse effects on the Company’s financial performance. Riskmanagement is carried out by the Directors, who identify and evaluate financial risks in closeco-operation with key staff, for further details see Note 23.
(a) Market risk
Market risk is the risk of loss that may arise from changes in market factors such ascompetitor pricing, interest rates, foreign exchange rates.
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(b) Credit risk
Credit risk is the financial loss to the Company if a customer or counterparty to financialinstruments fails to meet its contractual obligation. Credit risk arises from the Company’scash and cash equivalents and receivables balances. Credit Insurance is applied to allaccounts over £2,500 with exception of proforma accounts and accounts agreed by theCEO and therefore credit risk is considered low.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligationsas they fall due. This risk relates to the Company’s prudent liquidity risk management andimplies maintaining sufficient cash. The Directors monitor rolling forecasts of theCompany’s liquidity and cash and cash equivalents based on expected cash flow.
3.2 Capital risk management
The Company is funded by equity and loans. The components of shareholders’ equity are:
(a) The share capital account arising on the issue of shares.
(b) The retained reserve or deficit reflecting comprehensive income to date.
(c) The banking facilities comprising a supply chain and invoice discounting facility.
The Company’s objective when managing capital is to maintain adequate financial flexibility topreserve its ability to meet financial obligations, both current and long term. The capital structureof the Company is managed and adjusted to reflect changes in economic conditions. TheCompany funds its expenditures on commitments from existing cash and cash equivalentbalances, primarily received from issuances of shareholders’ equity. There are no externallyimposed capital requirements. Financing decisions are made based on forecasts of the expectedtiming and level of capital and operating expenditure required to meet the Company’scommitments and development plans. Quantitative data on what the Company manages ascapital is included in the Statement of Changes in Equity and in Note 23 to the Historical FinancialInformation.
3.3 Fair value estimation
The carrying value less impairment provision of trade receivables and payables are assumed toapproximate to their fair values because of the short-term nature of such assets and the effect ofdiscounting liabilities is negligible.
4. Critical accounting estimates and judgements
The preparation of this Historical Financial Information requires management to make judgements andestimates that affect the reported amounts of assets and liabilities at each Statement of FinancialPosition date and the reported amounts of revenue during the reporting periods. Actual results coulddiffer from these estimates. Information about such judgements and estimations are contained inindividual accounting policies. The key judgements and sources of estimation uncertainty that couldcause an adjustment to be required to the carrying amount of asset or liabilities within the nextaccounting period are outlined below:
Accounting estimates
4.1 Goodwill impairment
The Company tests goodwill for impairment every year in accordance with the relevantaccounting policies. The recoverable amounts of cash-generating units are determined bycalculating value in use. These calculations require the use of estimates.
Goodwill relates to various acquisitions and amounts to £613,000 at 31 March 2020. Theestimates used in the impairment calculation are set out in Note 13. There are no reasonablypossible scenarios in which the goodwill would be impaired.
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4.2 Useful economic lives of property, plant and equipment
Property, plant and equipment is depreciated over the useful lives of the assets. Useful lives arebased on the management’s estimates of the period that the assets will generate revenue, whichare reviewed annually for continued appropriateness. The carrying values are tested forimpairment when there is an indication that the value of the assets might be impaired. Whencarrying out impairment tests these would be based upon future cash flow forecasts and theseforecasts would be based upon management judgement. Future events could cause theassumptions to change, therefore this could have an adverse effect on the future results of theCompany.
The useful economic lives applied are set out in the accounting policies (Note 2.6) and arereviewed annually.
Accounting judgements
4.3 Inventory obsolescence
Management make use of judgement in determining whether certain inventory items areobsolete. Should these judgements be incorrect there could be a material difference in therecoverable value of inventory.
4.4 Right of use assets – discount rate
Management make use of judgements in determining the discount rate to be applied to the IFRS16 ‘Leases’ right of use asset and liability. This judgement determines the carrying value of theassets and liabilities, and the resulting depreciation and interest charge that is incurred.
5. Segmental analysis
The Chief Operating Decision Maker (“CODM”) has been identified as the Board of Directors. TheBoard reviews the Company’s internal reporting in order to assess performance and allocate resources.No balance sheet analysis is available by segment or reviewed by the CODM. The Board hasdetermined that the operating segments, based on these reports, are the sale of:
• batteries;
• lighting;
• vaping;
• sports nutrition & wellness; and
• branded household consumer goods.
The Gross profit before foreign exchange shows the results using standard foreign exchange rates thatare used throughout the year. The foreign exchange adjustment shown before gross profit is to adjustback to the actual rates incurred.
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Branded Sports household Year Ended nutrition consumer 31 March Batteries Lighting Vaping & wellness goods 2020 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 30,944 25,347 29,029 4,980 2,029 92,329Cost of sales (27,662) (16,869) (17,363) (2,863) (1,703) (66,460) ———— ———— ———— ———— ———— ————Gross profit beforeforeign exchange 3,282 8,478 11,666 2,117 326 25,869
Foreign exchange 951 ————Gross profit 26,820Administration expenses (12,827) ————Operating profit 13,993Adjusted earnings beforetax, depreciation,amortisation andexceptional items 16,209
Depreciation (1,548)Amortisation (25)Exceptional items (643)
Operating profit 13,993 ————Finance income 3Finance costs (783) ————Profit before taxation 13,213Income tax (2,318) ————Profit for the year 10,895 ———— 9 month Branded period Sports household ended nutrition & consumer 31 March Batteries Lighting Vaping wellness goods 2019 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 27,400 16,152 16,162 2,054 586 62,354Cost of sales (24,662) (12,104) (8,880) (1,076) (425) (47,147) ———— ———— ———— ———— ———— ————Gross profit beforeforeign exchange 2,738 4,048 7,282 978 161 15,207
Foreign exchange 2,279 ————Gross profit 17,486Administration expenses (7,407) ————Operating profit 10,079
Adjusted earnings beforetax, depreciation,amortisation andexceptional items 11,239
Depreciation (910)Amortisation (10)Exceptional items (240)
Operating profit 10,079 ————Finance income 28Finance costs (505) ————Profit before taxation 9,602Income tax (1,733) ————Profit for the year 7,869 ————
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Information about major customers
The Group has generated revenue from individual customers that accounted for greater than 10% oftotal revenue. The total revenue from each of these 2 customers (2019: 2 customers) was £20,853,000and £12,462,000 (2019: £13,375,000 and £9,108,000). These revenues related to all segments.
Analysis of revenue by geographical destination 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
United Kingdom 53,262 82,482Rest of Europe 8,302 8,542Rest of the World 790 1,305 ———— ———— 62,354 92,329 ———— ————The above revenues are all generated from contracts with customers and are recognised at a point intime. All assets of the Group reside in the UK.
6. Expenses by nature 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
The profit is stated after charging expenses as follows:Inventories recognised as an expense 41,897 57,926Impairment of inventories (excluding exceptional costs) 3 –Impairment of trade receivables 71 14Staff costs – Note 8 4,081 6,561Exceptional and non-recurring items – Note 7 240 643Establishment and general 314 839Depreciation of property, plant and equipment 910 1,548Amortisation of intangible assets 10 25Auditor’s remuneration 47 73Other operating expenses 4,702 10,707 ———— ————Total cost of sales and administrative expenses 52,275 78,336 ———— ————7. Exceptional costs and non-recurring items 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Acquisition costs – 176Refinancing costs 120 149Restructuring costs – 318Loss on sale of fashion hire watch assets 120 – ———— ———— 240 643 ———— ————Corporate costs represent adviser fees for all acquisitions (both share and asset purchases) that tookplace in FY20.
Refinancing costs represent the amortisation of arrangement and associate adviser fees incurred inobtaining the HSBC Senior Debt in FY19 and FY20. Total costs of £744,000 to be amortised over5 years.
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Restructuring costs comprise redundancy costs for 29 employees following the acquisition of LED Hutin FY19 and wider restructuring within the Group that took place thereafter.
In 2019 the exceptional administrative expenses include a non-recurring item of £120,000 relating toprofessional fees in connection with the refinancing of the prior year loan facility and a non-recurringitem of £120,000 relating to a loss on sale of fashion hire watch assets.
8. Staff and remuneration 9 month Period Ended Year Ended 31 March 31 March 2019 2020 No. No.
Average number of employees (including Directors):Management and administration 27 49Warehouse 59 52Sales 17 31Development 47 67 ———— ———— 150 199 ———— ———— 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Aggregate remuneration of staff (including Directors):Wages and salaries 3,525 5,747Social security costs 275 564Other pension costs 281 250 ———— ———— 4,081 6,561 ———— ————9. Finance income 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Other interest receivable 28 3 ———— ———— 28 3 ———— ————10. Finance costs 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Bank interest payable 67 55Other interest payable 365 637Interest on right-of-use assets 73 91 ———— ———— 505 783 ———— ————Other interest payable represents interest payable in respect of the invoice discounting and supplychain facilities.
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11. Taxation 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Current taxCurrent year – UK corporation tax 1,923 2,459Adjustments in respect of prior periods (135) (374)Foreign tax on income – 13 ———— ————Total current tax 1,788 2,098 ———— ————Deferred taxOrigination and reversal of timing differences (24) 118Adjustment for prior periods (31) 94Effect of tax rate change – 8 ———— ————Total deferred tax (55) 220 ———— ————Total tax expense 1,733 2,318 ———— ————Factors affecting the charge 9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Profit before taxation 9,602 13,213 ———— ————Tax at the UK corporation tax rate of 19% (2019: 19%) 1,824 2,510Effects of expenses not deductible for tax purposes (116) 48Fixed asset differences 228 36Adjustments to tax charge due to change in rates 3 8Adjustments to tax charge in respect of prior periods (166) (280)Other differences (40) –Income not taxable for tax purposes – (5)Difference in foreign tax rates – 1 ———— ————Total tax expense 1,733 2,318 ———— ————Factors that may affect future tax charges
In the Spring Budget 2020, the Government announced that the previously enacted decrease in thecorporate tax rate from 19% to 17% from 1 April 2020 would no longer happen and that rates wouldremain at 19% for the foreseeable future. The new law was substantively enacted post year end by aresolution under the Provisional Collection of Taxes Act 1968 on 17 March 2020. As the new law wassubstantively enacted pre year end, the impact of the change to 19% has been reflected in the HistoricalFinancial Information for the year ended 31 March 2020.
12. Earnings per share
Basic earnings per share is calculated by dividing the net income for the year attributable to ordinaryequity holders after tax by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated with reference to the weighted average number of sharesadjusted for the impact of dilutive instruments in issue. For the purposes of this calculation an estimatehas been made for the share price in order to calculate the number of dilutive share options.
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The basic and diluted calculations are based on the following:
9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Profit for the year after tax 7,869 10,895 ———— ———— No. No.Weighted average number of shares for the purposes of
basic earnings per share 110,005,000 110,005,000Weighted average dilutive effect of conditional share awards 909,791 1,256,158 ————— —————Weighted average number of shares for the purposes of
diluted earnings per share 110,914,791 111,261,158 ————— ————— £ £Basic profit per share 0.07 0.10Diluted profit per share 0.07 0.10 ————— —————13. Goodwill and other intangible assets Domain Customer name Trademarks relationships Goodwill Total £’000 £’000 £’000 £’000 £’000
CostAt 1 July 2018 69 – – 283 352Arising on business combinations – – – 330 330Additions 55 50 – – 105 ———— ———— ———— ———— ————At 31 March 2019 124 50 – 613 787 ———— ———— ———— ———— ————Arising on business combinations – – 419 601 1,020Additions – 15 – – 15 ———— ———— ———— ———— ————At 31 March 2020 124 65 419 1,214 1,822 ———— ———— ———— ———— ————Accumulated amortisationAt 1 July 2018 9 – – – 9Amortisation charged in the period 7 3 – – 10 ———— ———— ———— ———— ————At 31 March 2019 16 3 – – 19 ———— ———— ———— ———— ————Amortisation charged in the year 12 6 7 – 25 ———— ———— ———— ———— ————At 31 March 2020 28 9 7 – 44 ———— ———— ———— ———— ————Carrying amountAt 1 July 2018 60 – – 283 343 ———— ———— ———— ———— ————At 31 March 2019 108 47 – 613 768 ———— ———— ———— ———— ————At 31 March 2020 96 56 412 1,214 1,778 ———— ———— ———— ———— ————Goodwill arises on acquisitions where the fair value of the consideration given for the business exceedsthe fair value of the assets acquired and liabilities assumed.
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Following acquisition of a business, the directors identify the individual Cash Generating Units (CGUs)acquired and, where possible, allocate the underlying assets acquired and liabilities assumed to eachof those CGUs. The carrying value of goodwill has arisen following the acquisition of subsidiary entities,where the trade and assets have subsequently been hived up into this company, and the relatedinvestment balance transferred to goodwill. The carrying value of goodwill is allocated to the followingcash generating units:
£’000
Lighting 159Batteries 492Vaping 121Sports Nutrition & Wellness 12Branded Household Consumer Goods 430 ———— 1,214 ————Goodwill arising in the year related to the acquisition of Provider Distribution Limited, Holding EsserAffairs B.V. and its subsidiary AGP Trading B.V. and Monocore Limited. See note 26 for further detail.Goodwill arising in 2019 related to the acquisition of PowerQuick Limited, Vape Importers Limited andSub OHM Juice Limited that were hived up into Supreme Imports Ltd.
Impairment testing of goodwill is performed at least annually by reference to value in use calculations,in line with the requirements of IAS 36. These calculations show no reasonably possible scenario inwhich any of the goodwill balances could be impaired as at the date of transition, 31 March 2019, or 31March 2020. There were no charges for impairment of goodwill in 2020 (2019: nil).
14. Property, plant and equipment Plant and Fixtures Motor Fashion machinery and fittings vehicles hire assets Total £’000 £’000 £’000 £’000 £’000
Cost or valuationAt 1 July 2018 1,736 416 – 1,487 3,639Additions 800 50 32 – 882Disposals (23) – – (181) (204) ———— ———— ———— ———— ————At 31 March 2019 2,513 466 32 1,306 4,317 ———— ———— ———— ———— ————Additions 1,342 301 12 – 1,655Acquisition of subsidiary 15 2 7 – 24 ———— ———— ———— ———— ————At 31 March 2020 3,870 769 51 1,306 5,996 ———— ———— ———— ———— ————Depreciation and impairmentAt 1 July 2018 428 230 – 330 988Depreciation charged in the period 369 84 6 74 533Eliminated on disposal – – – (12) (12) ———— ———— ———— ———— ————At 31 March 2019 797 314 6 392 1,509 ———— ———— ———— ———— ————Depreciation charged in the year 815 135 10 69 1,029 ———— ———— ———— ———— ————At 31 March 2020 1,612 449 16 461 2,538 ———— ———— ———— ———— ————Carrying amountAt 1 July 2018 1,308 186 – 1,157 2,651 ———— ———— ———— ———— ————At 31 March 2019 1,716 152 26 914 2,808 ———— ———— ———— ———— ————At 31 March 2020 2,258 320 35 845 3,458 ———— ———— ———— ———— ————The depreciation charge for the year has been included in Administrative expenses in the Statement ofComprehensive Income.
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15. Investments As at As at 31 March 31 March 2019 2020 £’000 £’000
At beginning of period/year 60 60Amounts written off – (60)On acquisition of subsidiaries – 7 ———— ————At end of period/year 60 7 ———— ————The balance of £7,000 arising on acquisition of subsidiaries relates to shares held in public entities, bythe acquired subsidiary, who are listed on the stock market.
The Company owns 20% of the share capital of Elena Dolce Limited, with a registered office of111 Deansgate, Manchester, M3 2BQ. This was written off in the year.
In addition, at 31 March 2020 the Company owned 100% of the following subsidiaries, which areincorporated in England and Wales:
• Vape Nation Limited
• Battery Force Limited
• Saira Shoes Limited
• PowerQuick Limited
• Sub OHM Juice Limited
• Supreme 88 Limited (formerly Vape Importers Limited)
• Holding Esser Affairs B.V.1
• AGP Trading B.V.1
• SI Jersey Limited2
The registered office of each subsidiary, unless stated, is 4 Beacon Road, Ashburton Park, TraffordPark, Manchester, M17 1AF.
1 The registered office of these entities is Vanadiumweg 13, 3812 PX, Armersfoort, Netherlands.
2 The registered office of this entity is 11 Bath Street, St Helier, Jersey, JE4 8UT.
16. Deferred tax
Deferred tax consists of the following timing differences As at As at 31 March 31 March 2019 2020 £’000 £’000
Excess of depreciation over taxable allowances (90) (221)Short term timing differences 117 25Tax losses carried forward 4 5 ———— ———— 31 (191) ———— ————
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Movement in deferred tax in the year As at As at 31 March 31 March 2019 2020 £’000 £’000
Balance brought forward (42) 31Credited/(charged) to profit or loss 55 (220)Arising on acquisitions – (3)Transfer 18 1 ———— ————Balance carried forward 31 (191) ———— ————The Directors consider that the deferred tax assets in respect of timing differences and depreciation inexcess of capital allowances are recoverable based on the forecast future taxable profits of theCompany.
17. Inventories As at As at 31 March 31 March 2019 2020 £’000 £’000
Goods for resale 13,549 12,282Raw materials 1,484 2,176 ———— ———— 15,033 14,458 ———— ————The Directors believe that the replacement value of inventories at would not be materially different thanbook value.
Inventories at 31 March 2020 are stated after provisions for impairment of £96,000 (2019: £96,000).
18. Trade and other receivables As at As at 31 March 31 March 2019 2020 £’000 £’000
Trade receivables 10,748 13,588Amounts owed by related parties 1,617 1,790Directors loan account 672 –Other receivables 230 405Called up share capital not paid 1 1Prepayments 773 955 ———— ———— 14,041 16,739 ———— ————The Directors believe that the carrying value of trade and other receivables represents their fair value.In determining the recoverability of trade receivables, the Company considers any change in the creditquality of the receivable from the date credit was granted up to the reporting date.
The movement in provisions for impairment are shown below:
As at As at 31 March 31 March 2019 2020 £’000 £’000
Balance at the beginning of the period/year 53 52Charged to the statement of comprehensive income 71 14Utilisation of provision (72) (40) ———— ————Balance at the end of the period/year 52 26 ———— ————
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Trade receivables disclosed above include amounts (see below for aged analysis) which are past dueat the reporting date but against which the Company has not recognised an allowance for doubtfulreceivables because there has not been a significant change in credit quality and the amounts are stillconsidered recoverable.
Ageing of past due but not impaired receivables
As at As at 31 March 31 March 2019 2020 £’000 £’000
Current 10,663 13,892Less than 30 days – –31 – 60 days 66 (285)61 – 90 days (3) (4)90 days + 74 11Less provisions for impairment (52) (26) ———— ———— 10,748 13,588 ———— ————In determining the recoverability of a trade receivable the Company considers any change in the creditquality of the trade receivable from the date credit was initially granted up to the reporting date. Theconcentration of credit risk is limited due to the customer base being large and unrelated. Creditinsurance is also in place.
Details on the Company’s credit risk management policies are shown in Note 23. The Company doesnot hold any collateral as security for its trade and other receivables.
19. Cash and cash equivalents As at As at 31 March 31 March 2019 2020 £’000 £’000
Cash at bank 1,694 6,718 ———— ————20. Trade and other payables As at As at 31 March 31 March 2019 2020 £’000 £’000
Trade payables 4,160 6,907Accruals and deferred income 2,645 1,618Other tax and social security 625 1,541Other payables 7 27Directors loan account – 2Amounts owed to related parties 74 3,392Deferred consideration – 195 ———— ———— 7,511 13,682 ———— ————Trade payables principally consist of amounts outstanding for trade purchases and ongoing costs. Theyare non-interest bearing and are normally settled on 30 to 60 day terms.
The Directors consider that the carrying value of trade and other payables approximates their fair value.Trade and other payables are denominated in Sterling, Euros and US Dollars. Supreme Ltd hasfinancial risk management policies in place to ensure that all payables are paid within the credittimeframe and no interest has been charged by any suppliers as a result of late payment of invoicesduring the period.
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21. Borrowings As at As at 31 March 31 March 2019 2020 £’000 £’000
CurrentBank overdraft 151 –Bank loans 3,125 5,310Other loans 1,035 1,378IFRS 16 lease liability (Note 22) 488 493 ———— ———— 4,799 7,181 ———— ————Non-currentBank term loan 16,419 16,317IFRS 16 lease liability (Note 22) 1,589 1,096 ———— ———— 18,008 17,413 ———— ————Total borrowings 22,807 24,594 ———— ————The earliest that the lenders of the above borrowings require repayment is as follows:
As at As at 31 March 31 March 2019 2020 £’000 £’000
In less than one year 4,799 7,181Between two and five years 18,008 17,413In more than five years – – ———— ———— 22,807 24,594 ———— ————The Company is funded by external banking facilities provided by HSBC. Current bank borrowingsincludes invoice discounting facilities, which are secured by an assignment of, and fixed charge overthe trade debtors of Supreme Imports Limited. There is also an amount of £nil at 31 March 2020 (2019:£151,000) due under a bank overdraft. Furthermore, current bank borrowings include an amount of£1,378,000 at 31 March 2020, (2019: £1,147,000) due under a supply chain facility which is secured byfixed and floating charges over all assets of the company. This facility is denominated in US Dollars.
The total facilities available were a £8,500,000 invoice discounting facility (repayable on demand) anda £4.5m supply chain facility (renewed each year). Therefore undrawn but committed facilities at31 March 2020 were £8,722,000 and £3,122,000 respectively (2019: £8,612,000 and £3,353,000).
The supply chain facility is utilised to provide short term cash flow to settle liabilities arising out ofpurchases made in the normal course of business. The amount advanced takes into consideration thecash requirements of the Company and the working capital cycle.
The bank term loan is made up of £12,500,000 repayable in quarterly instalments of £781,000 over a5 year term, and £7,500,000 repaid on maturity. In March 2020, the facility was increased by£6,000,000, which is repayable in quarterly instalments of £545,000 per quarter over the 5 year term.Interest is charged at a rate of 5% over LIBOR. The bank loan is secured by way of a fixed and floatingcharge over all assets.
There are three principal covenants attached to the Senior Facilities. These are tested quarterly andinclude gross leverage, cash flow and interest cover.
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22. Leases
Amounts recognised in the Statement of Financial Position
The balance sheet shows the following amounts relating to leases:
Right-of-use assets £’000
Balance at 1 July 2018 923New leases recognised in the period 1,468Depreciation charge for the period (377) ————Balance at 31 March 2019 2,014Depreciation charge for the year (519) ————Balance at 31 March 2020 1,495 ————The net book value of the right of use assets is made up as follows:
As at As at 31 March 31 March 2019 2020 £’000 £’000
Buildings 1,859 1,414Cars 155 81 ———— ———— 2,014 1,495 ———— ———— As at As at 31 March 31 March 2019 2020 £’000 £’000Lease liabilitiesMaturity analysis – contractual undiscounted cash flowsLess than one year 579 559More than one year, less than two years 559 559More than two years, less than three years 559 535More than three years, less than four years 535 60More than four years, less than five years 60 –More than five years – – ———— ————Total undiscounted lease liabilities at year end 2,292 1,713Finance costs (215) (124) ———— ————Total discounted lease liabilities at year end 2,077 1,589 ———— ————Lease liabilities included in the statement of financial positionCurrent 488 493Non-current 1,589 1,096 ———— ———— 2,077 1,589 ———— ————
Amounts recognised in the Consolidated Statement of Comprehensive Income
The Consolidated Statement of Comprehensive Income shows the following amounts relating to leases:
9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Depreciation charge – Buildings 321 445Depreciation charge – Cars 56 74 ———— ———— 377 519 ———— ————Interest expense (within finance expense) 73 91 ———— ————
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23. Financial instruments
The Company is exposed to the risks that arise from its financial instruments. The policies for managingthose risks and the methods to measure them are described in Notes 2 and 3. Further quantitativeinformation in respect of these risks is presented below and throughout this Historical FinancialInformation.
23.1 Capital risk management
Details of the Company’s capital are shown in Note 24, as well as in the Statement of Changesin Equity.
23.2 Market risk
Competitive pressures remain a principal risk for the Company. The risk is managed throughfocus on quality of product and service levels, coupled with continuous development of newproducts to offer uniqueness to the customer. Furthermore, the Company’s focus on offering itscustomers a branded product range provides some protection to its competitive position in themarket. Stock obsolescence risk is managed through closely monitoring slow moving lines andprompt action to manage such lines through the various distribution channels available to theCompany.
In addition, the Company’s operations expose it to a variety of financial risks that include pricerisk, credit risk, liquidity risk, foreign currency risk and interest rate cash flow risk. The Companyhas in place a risk management programme that seeks to limit the adverse effects on thefinancial performance of the Company by regularly monitoring the financial risks referred toabove.
Given the size of the Company, the Directors have not delegated the responsibility of monitoringfinancial risk management to a sub-committee of the board. The policies set by the Board areimplemented by the Company’s finance department.
23.3 Credit risk
The Company’s sales are primarily made with credit terms of between 0 and 30 days, exposingthe Company to the risk of non-payment by customers. The Company has implemented policiesthat require appropriate credit checks on potential customers before sales are made. The amountof exposure to any individual counterparty is subject to a limit, which is reassessed regularly bythe board. In addition, the Company maintains a suitable level of credit insurance against itsdebtor book. The maximum exposure to credit risk is £2,500 per individual customer, being theinsurance excess.
An analysis of past due but not impaired trade receivables is given in Note 18.
23.4 Liquidity risk management
The Company is funded by external banking facilities provided by HSBC. Within these facilities,the Company actively maintains a mixture of long-term and short-term debt finance that isdesigned to ensure the Company has sufficient available funds for operations and plannedexpansions. This is monitored on a monthly basis, including re-forecasts of the borrowingsrequired.
23.5 Foreign currency risk management
The Company’s activities expose it to the financial risks of changes in foreign currency exchangerates. The Company’s exposure to foreign currency risk is partially hedged by virtue of invoicinga proportion of its turnover in US Dollars. When necessary, the Company uses foreign exchangeforward contracts to further mitigate this exposure.
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The following is a note of the assets and liabilities denominated at each period end in US dollars:
As at As at 31 March 31 March 2019 2020 £’000 £’000
Trade receivables 444 266Net cash and overdrafts 957 1,370Supply chain facility (1,147) (1,378)Trade payables 472 (89)
———— ———— 726 169
———— ————The effect of a 20% strengthening of Pound Sterling at 31 March 2020 on the foreigndenominated financial instruments carried at that date would, all variables held constant, haveresulted in a decrease to total comprehensive income for the year and a decrease to net assetsof £28,000, (2019: £121,000 decrease). A 20% weakening of the exchange rate on the samebasis, would have resulted in an increase to total comprehensive income and an increase to netassets of £42,000, (2019: £181,000 increase).
The following is a note of the assets and liabilities denominated at each period end in Euros:
As at As at 31 March 31 March 2019 2020 £’000 £’000
Inventory – 289Trade receivables 253 483Net cash and overdrafts 1 322Trade payables (406) (464)
———— ———— (152) 630
———— ————The effect of a 20% strengthening of Pound Sterling at 31 March 2020 on the foreigndenominated financial instruments carried at that date would, all variables held constant, haveresulted in a decrease to total comprehensive income for the year and a decrease to net assetsof £105,000, (2019: £25,000 increase). A 20% weakening of the exchange rate on the samebasis, would have resulted in an increase to total comprehensive income and an increase to netassets of £158,000, (2019: £38,000 decrease).
Derivative financial instruments – Forward contracts
The Company mitigates the exchange rate risk for certain foreign currency trade debtors andcreditors by entering into forward currency contracts. The Company’s forex policy is to purchaseforward contracts to mitigate changes in spot rates, based on the timing of purchases to bemade. Management forecast the timing of purchases and make assumptions relating to theexchange rate at which the Company costs its products and take out forward contracts to mitigatefluctuations to an acceptable level. At 31 March 2020, the outstanding contracts mature between1 and 12 months of the year end, (2019: 1 and 12 months). At 31 March 2020 the Company wascommitted to buy $1,726,000 (2019: $12,709,605) in the next financial year.
The forward currency contracts are measured at fair value using the relevant exchange rates forGBP:USD and GBP:EUR. The fair value of the contracts at 31 March 2020 is an asset of£209,000, (2019: £nil). During the year ended 31 March 2020, a gain of £209,000 (2019: £nil)was recognised in cost of sales for changes in the fair value of the forward foreign currencycontracts.
Forward currency contracts are valued using level 2 inputs. The valuations are calculated usingthe year end exchange rates for the relevant currencies which are observable quoted values atthe year-end dates. Valuations are determined using the hypothetical derivative method whichvalues the contracts based on the changes in the future cashflows based on the change in valueof the underlying derivative.
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23.6 Interest rate cash flow risk
The Company’s interest bearing liabilities relate to its variable rate banking facilities. TheCompany has a policy of keeping the rates associated with funding under review in order to reactto any adverse changes in the marketplace that would impact on the interest rates in place. Theeffect of a 1% increase in interest rates would have resulted in a decrease in net assets of£230,000 (2019: £207,000 decrease).
23.7 Price risk
The Company’s profitability is affected by price fluctuations in the sourcing of its products. TheCompany continually monitors the price and availability of materials but the costs of managingthe exposure to price risk exceed any potential benefits given the extensive range of productsand suppliers. The Directors will revisit the appropriateness of this policy should the Company’soperations change in size or nature.
23.8 Maturity of financial assets and liabilities
All of the Company’s non-derivative financial liabilities and its financial assets at the reportingdate are either payable or receivable within one year, except for borrowings as disclosed inNote 21.
23.9 Summary of financial assets and liabilities by category
The carrying amount of financial assets and liabilities recognised may also be categorised asfollows: As at As at 31 March 31 March 2019 2020 £’000 £’000Financial assetsFinancial assets measured at amortised costTrade and other receivables 13,268 15,784Cash and cash equivalents 1,694 6,718
———— ———— 14,962 22,502Financial liabilitiesFinancial liabilities measured at amortised costNon-current:Borrowings (18,008) (17,413)Current:Borrowings (4,799) (7,181)Trade and other payables (4,241) (10,523)Accruals (2,645) (1,618)
———— ———— (29,693) (36,735)Financial liabilities measured at fair value through profit and lossDerivative financial instruments – 209
———— ———— – 209
———— ————Net financial assets and liabilities (14,731) (14,024)Non-financial assets and liabilitiesPlant, property and equipment 2,808 3,458Right of use assets 2,014 1,495Goodwill and other intangible assets 768 1,778Investments 60 7Inventory 15,033 14,458Prepayments and accrued income 773 955Deferred tax asset / (liability) 31 (191)Other taxation and social security (625) (1,541)Income tax recoverable – 9Income tax payable (1,953) (2,340)
———— ———— 18,909 18,088
———— ————Total equity 4,178 4,064
———— ————
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24. Share capital As at As at 31 March 31 March 2019 2020 £ £
A Ordinary shares of £0.10 each 8,250,375 8,250,375B Ordinary shares of £0.10 each 2,750,125 2,750,125 ————— ————— 11,000,500 11,000,500 ————— —————Number of shares authorised and in issue As at As at 31 March 31 March 2019 2020 No. No.
A Ordinary shares of £0.10 each 82,503,750 82,503,750B Ordinary shares of £0.10 each 27,501,250 27,501,250 ————— ————— 110,005,000 110,005,000 ————— —————Rights of share capital
The A Ordinary shares have attached to them full voting, dividend and capital distribution rights. Theydo not confer any rights or redemption.
The Ordinary B shares are entitled to an initial dividend of £16,500,000. In all other aspects theA Ordinary and B Ordinary shares share the same rights.
Post year-end, on 2 September 2020, the two share classes were designated as “Ordinary shares”.
Dividends
Dividends of £11,000,000 (2019: £16,288,000) were declared in the year. This amounted to£0.10 per share (2019: £0.15).
25. Share based payments
On the 14 September 2018, the Company implemented an Enterprise Management Incentive Scheme(EMI Scheme). This was granted to employees to acquire shares in the Company for a number ofordinary shares of 10p each at the exercise price at the option of the employee. These options may notbe granted unless a relevant event attached to the option has occurred. These options vestedimmediately and will expire after 10 years from grant date.
These option were fairly valued upon a valuation of the entity that had been performed by anindependent expert. This was chosen as the Company is not a listed entity and therefore is not anobservable market price to monitor. The independent expert was Grant Thornton UK LLP.
Weighted Weighted average average exercise exercise price price 2020 2020 2019 2019 (pence) Number (pence) Number
Outstanding at the beginning of theperiod/year 0.38 2,174,120 – –
Granted during the period/year – – 0.38 2,174,120 ———— ———— ———— ————Outstanding at the end of the period/year 0.38 2,174,120 0.38 2,174,120 ———— ———— ———— ————The profit and loss expense that has been recognised in the current year is £nil (2019: £322,000) andincluded within administrative expenses.
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26. Business combinations
Acquisition of Provider Distribution Limited
On 28 February 2020, the Company purchased 100% share capital of Provider Distribution Limited forconsideration of £3,544,000 excluding costs of acquisition of £43,000.
Recognised amounts of identifiable assets acquired and liabilities assumed Fair value Book value adjustment Fair value £’000 £’000 £’000
Fixed assetsTangible assets 24 – 24Customer relationships – 419 419Investments 7 – 7 ———— ———— ———— 31 419 450Current assetsInventory 1,510 – 1,510Debtors due within one year 1,647 – 1,647Cash at bank and in hand 609 – 609 ———— ———— ———— 3,766 – 3,766 ———— ———— ————Total assets 3,797 419 4,216CreditorsDue within one year (1,099) – (1,099)Deferred tax (3) – (3) ———— ———— ———— (1,102) – (1,102) ———— ———— ————Total identifiable net assets 2,695 419 3,114Goodwill 430 ————Total purchase consideration 3,544 ————ConsiderationCash 3,350Deferred consideration 194 ————Total purchase consideration 3,544 ————Cash outflow on acquisitionPurchase consideration settled in cash, as above 3,544Less: cash and cash equivalents acquired (609) ————Net cash outflow on acquisition 2,935 ————Following an extensive purchase price allocation exercise the company considers customerrelationships to be the primary asset acquired. The multi-period excess earnings method was used inorder to value the customer relationships. The multi-period excess earnings method considers thepresent value of net cash flows expected to be generated by the customer relationships, by excludingany cash flows related to contributory assets. There were no further intangible assets identified and assuch the remaining consideration is represented as goodwill.
The deferred consideration was due for payment on finalisation of the completion accounts, whichoccurred shortly after the year end.
The revenue from Provider Distribution Limited included in the Statement of Comprehensive Income for2020 was £1,477,000. Provider Distribution Limited also contributed profit of £72,000 over the sameperiod.
If the acquisition had occurred on 1 April 2019, consolidated pro-forma revenue and profit for the yearended 31 March 2020 would have increased by £11,821,000 and £388,000 respectively.
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Acquisition of AGP Group
On 1 November 2019, Supreme 88 Limited purchased 100% share capital of Holding Esser Affairs B.V.and its subsidiary AGP Trading B.V. for consideration of £976,000. There were no acquisition costsincurred.
Recognised amounts of identifiable assets acquired and liabilities assumed Fair value Book value adjustment Fair value £’000 £’000 £’000
Current assetsInventory 378 – 378Debtors due within one year 313 – 313Cash at bank and in hand 169 – 169 ———— ———— ————Total assets 860 – 860CreditorsDue within one year (43) – (43) ———— ———— ————Total identifiable net assets 817 – 817Goodwill 159 ————Total purchase consideration 976 ————ConsiderationCash 976 ————Total purchase consideration 976 ————Cash outflow on acquisitionPurchase consideration settled in cash, as above 976Less: cash and cash equivalents acquired (169) ————Net cash outflow on acquisition 807 ————The revenue from Holding Esser Affairs B.V. and its subsidiary AGP Trading B.V. included in theStatement of Comprehensive Income for 2019 was £599,000. Holding Esser Affairs B.V. and itssubsidiary AGP Trading B.V. also contributed profit of £58,000 over the same period.
If the acquisition had occurred on 1 April 2019, consolidated pro-forma revenue and profit for the yearended 31 March 2020 would have increased by £718,000 and £9,000 respectively.
Acquisition of Monocore Limited
In addition, there was a further acquisition of the trade and assets of Monocore Limited for £98,000,settled in cash, which created an additional £12,000 of goodwill.
If all acquisitions had occurred on 1 April 2019, consolidated pro-forma revenue and profit for the yearended 31 March 2020 would have increased by £12,539,000, to £104,868,000, and £397,000, to£11,292,000, respectively.
27. Ultimate controlling party
The Company is ultimately controlled by Sandy Chadha by virtue of his majority shareholding.
28. Other financial commitments
See note 23.5 or details of the financial commitments under US dollar forward exchange contracts.
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29. Related party transactions
29.1 Remuneration of key personnel
Remuneration of key management personnel, considered to be the Directors of the Companyand members of the senior management team is as follows:
9 month Period Ended Year Ended 31 March 31 March 2019 2020 £’000 £’000
Short-term employee benefits 372 560Post-employment benefits 3 6
———— ————Total compensation 375 566
———— ————29.2 Transactions and balances with key personnel
As at As at 31 March 31 March 2019 2020 £’000 £’000
Loan balances with Directors:Balance outstanding from director 672 (2)
———— ————29.3 Transactions and balances with related companies and businesses
9 month Period Ended/ Year Ended/ As at As at 31 March 31 March 2019 2020 £’000 £’000
Transactions with related companies:Rent paid to Chadha Properties Limited 180 180Loans provided to Nash Peters Limited 31 174
———— ————Balances with related companies:Amounts owed by Nash Peters Limited 1,617 1,790Amounts owed to SI Jersey Limited (74) –Amounts owed to Supreme 8 Limited – (3,392)
———— ————The above companies are related due to common control and Directors.
Amounts owed by Nash Peters are due for repayment on demand and interest is charged on theoutstanding balance at a rate of 5%.
Included within creditors is a balance of £Nil (2019 - £74,000) owed to SI Jersey Limited.
Amounts owed to Supreme 8 Limited, a minority shareholder, are for a loan due for repayment ondemand and interest is charged on the outstanding balance at a rate of 3%.
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30. Analysis and reconciliation of net debt 1 July Other non- 31 March 2018 Acquisitions cash changes Cashflow 2019 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 1,342 – – 352 1,694Current borrowings (8,327) – (682) 4,210 (4,799)Non-current borrowings (730) – (859) (16,419) (18,008) ———— ———— ———— ———— ————Net debt (7,715) – (1,541) (11,857) (21,113) ———— ———— ———— ———— ———— 1 April Other non- 31 March 2019 Acquisitions cash changes Cashflow 2020 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 1,694 – (30) 5,054 6,718Current borrowings (4,799) – 2,557 (4,939) (7,181)Non-current borrowings (18,008) – 595 – (17,413) ———— ———— ———— ———— ————Net debt (21,113) – 3,122 115 (17,876) ———— ———— ———— ———— ————31. Post balance date events
Following the year end, Supreme Imports Limited acquired 100% of the share capital of GT DivisionsLimited for consideration of £1,071,000. The book value of the assets acquired was £121,000. Thecompany is in the process of performing a detailed PPA exercise including calculation of the fair valuesof the assets acquired following which the intangible asset of £950,000 will be allocated amongst theacquired intangibles, expected to be brand, customer relationships, other intangibles, and goodwill.
On 22 October 2020, an accident took place in the manufacturing facility at VN Labs Limited, asubsidiary of the Company, that resulted in a machine operator being injured. The Companyimmediately contacted the Health & Safety Executive (Britain’s national regulator for workplace health& safety) who are now undertaking an investigation. The Company continues to make all resourcesavailable to the HSE and will co-operate until the matter is concluded. There is not expected to be anymaterial financial impact on the Company.
On 28 October 2020 the Company reregistered as a public company, under the name of Supreme plc.
32. Reconciliation from UK GAAP to IFRS
From 1 July 2018 the Company has adopted International Financial Reporting Standards (IFRS) in thepreparation of this Historical Financial Information, other than as noted under ‘Basis of Preparation’ inNote 1. The main items contributing to the change in financial information compared with that reportedunder UK GAAP as at the transition date are shown below. There were no other accounting policychanges other than the impact of the below items.
IFRS 16 – Leases
As explained in accounting policy 2.9 the Company has adopted IFRS 16. This has resulted in therecognition of a right of use asset and liability on the statement of financial position. The statement ofcomprehensive income has been adjusted to remove the rent expense and replace it with depreciationcharged on the right of use asset and interest accrued on the right of use liability.
IFRS 3 – Business Combinations
In accordance with the requirements of IFRS 3, Business Combinations, goodwill generated as part ofan acquisition is not amortised, instead being reviewed annually for indicators of impairment.Subsequently, the net book value of goodwill is frozen as at the value at 1 July 2018.
The figures included as previously reported have been re-presented to better reflect the nature ofcertain items within the financial statements as follows:
IAS 12 – Income taxes
In accordance with IAS 12 deferred tax assets are disclosed as non-current.
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Reclasses
The Company has adjusted certain costs which did not directly relate to the cost of product to bepresented in administration expenses rather than cost of sales.
STATEMENT OF CASH FLOWS
As a result of IFRS 16 lease payments, which were previously recorded in the statement ofcomprehensive income as a rent expense, are now shown on the statement of cash flows asdepreciation and finance costs within net cash from operations, and lease payments within net cashused in financing activities.
There are no other material differences between the cashflow statement presented under IFRS and thatpresented under UK GAAP.
STATEMENT OF COMPREHENSIVE INCOME RECONCILIATIONS As previously reported Under IFRS 9 month 9 month Period Period Ended Ended 31 March 31 March 2019 IFRS 16 IFRS 3 Reclasses 2019 £’000 £’000 £’000 £’000 £’000
Revenue 62,354 – – – 62,354Cost of sales (45,414) – – 546 (44,868) ———— ———— ———— ———— ————Gross profit 16,940 – – 546 17,486Administration expenses (6,918) (13) 70 (546) (7,407) ———— ———— ———— ———— ————Operating profit 10,022 (13) 70 – 10,079
Adjusted earnings before tax,depreciation, amortisationand exceptional items 10,875 364 – – 11,239
Depreciation (533) (377) – – (910)Amortisation (80) – 70 – (10)Exceptional items (240) – – – (240)
Operating profit 10,022 (13) 70 – 10,079 ———— ———— ———— ———— ————Finance income 28 – – – 28
Finance costs (432) (73) – – (505) ———— ———— ———— ———— ————Profit before taxation 9,618 (86) 70 – 9,602Income tax (1,733) – – – (1,733) ———— ———— ———— ———— ————Profit for the year 7,885 (86) 70 – 7,869 ———— ———— ———— ———— ————
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STATEMENT OF COMPREHENSIVE INCOME RECONCILIATIONS As previously reported Under IFRS Year Year Ended Ended 31 March 31 March 2020 IFRS 16 IFRS 3 Reclasses 2020 £’000 £’000 £’000 £’000 £’000
Revenue 92,329 – – – 92,329Cost of sales (62,831) – – (2,678) (65,509) ———— ———— ———— ———— ————Gross profit 29,498 – – (2,678) 26,820Administration expenses (15,638) 60 73 2,678 (12,827) ———— ———— ———— ———— ————Operating profit 13,860 60 73 – 13,993
Adjusted earnings before tax,depreciation, amortisationand exceptional items 15,672 579 (42) – 16,209
Depreciation (1,029) (519) – – (1,548)Amortisation (140) – 115 – (25)Exceptional items (643) – – – (643)
Operating profit 13,860 60 73 – 13,993Finance income 3 – – – 3Finance costs (692) (91) – – (783) ———— ———— ———— ———— ————Profit before taxation 13,171 (31) 73 – 13,213Income tax (2,318) – – – (2,318) ———— ———— ———— ———— ————Profit for the year 10,853 (31) 73 – 10,895 ———— ———— ———— ———— ————
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STATEMENT OF FINANCIAL POSITION RECONCILIATIONS As previously Under IFRS reported as at 1 July 1 July 2018 IFRS 16 IFRS 3 Reclasses 2018 £’000 £’000 £’000 £’000 £’000
AssetsGoodwill and other intangibles 308 – 35 – 343Property, plant and equipment 2,651 – – – 2,651Right of use assets – 923 – – 923Investments 60 – – – 60Deferred tax – – – – – ———— ———— ———— ———— ————Total non-current assets 3,019 923 35 – 3,977 ———— ———— ———— ———— ————Current assetsInventories 10,866 – – – 10,866Trade and other receivables 11,771 – – – 11,771Derivative financial instruments – – – – –Corporation tax recoverable – – – – –Cash and cash equivalents 1,342 – – – 1,342 ———— ———— ———— ———— ————Total current assets 23,979 – – – 23,979 ———— ———— ———— ———— ————Total assets 26,998 923 35 – 27,956 ———— ———— ———— ———— ————LiabilitiesCurrent liabilitiesBorrowings 8,157 170 – – 8,327Trade and other payables 6,582 – – (1,673) 4,909Current tax – – – 1,673 1,673 ———— ———— ———— ———— ————Total current liabilities 14,739 170 – – 14,909 ———— ———— ———— ———— ————Net current assets 9,240 (170) – – 9,070 ———— ———— ———— ———— ————Borrowings – 730 – – 730Deferred tax liability 42 – – – 42 ———— ———— ———— ———— ————Total non-current liabilities 42 730 – – 772 ———— ———— ———— ———— ————Total liabilities 14,781 900 – – 15,681 ———— ———— ———— ———— ————Net assets 12,217 23 35 – 12,275 ———— ———— ———— ———— ————EquityShare capital 11,001 – – – 11,001Merger reserve (22,000) – – – (22,000)Retained earnings 23,216 23 35 – 23,274 ———— ———— ———— ———— ————Total equity 12,217 23 35 – 12,275 ———— ———— ———— ———— ————
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STATEMENT OF FINANCIAL POSITION RECONCILIATIONS As previously Under IFRS reported as at 31 March 31 March 2019 IFRS 16 IFRS 3 Reclasses 2019 £’000 £’000 £’000 £’000 £’000
AssetsGoodwill and other intangibles 663 – 105 – 768Property, plant and equipment 2,808 – – – 2,808Right of use assets – 2,014 – – 2,014Investments 60 – – – 60Deferred tax – – – 31 31 ———— ———— ———— ———— ————Total non-current assets 3,531 2,014 105 31 5,681 ———— ———— ———— ———— ————Current assetsInventories 15,033 – – – 15,033Trade and other receivables 14,072 – – (31) 14,041Derivative financial instruments – – – – –Corporation tax recoverable – – – – –Cash and cash equivalents 1,694 – – – 1,694 ———— ———— ———— ———— ————Total current assets 30,799 – – (31) 30,768 ———— ———— ———— ———— ————Total assets 34,330 2,014 105 – 36,449 ———— ———— ———— ———— ————LiabilitiesCurrent liabilitiesBorrowings 4,311 488 – – 4,799Trade and other payables 9,464 – – (1,953) 7,511Current tax – – – 1,953 1,953 ———— ———— ———— ———— ————Total current liabilities 13,775 488 – – 14,263 ———— ———— ———— ———— ————Net current assets 17,024 (488) – (31) 16,505 ———— ———— ———— ———— ————Borrowings 16,419 1,589 – – 18,008Deferred tax liability – – – – – ———— ———— ———— ———— ————Total non-current liabilities 16,419 1,589 – – 18,008 ———— ———— ———— ———— ————Total liabilities 30,194 2,077 – – 32,271 ———— ———— ———— ———— ————Net assets 4,136 (63) 105 – 4,178 ———— ———— ———— ———— ————EquityShare capital 11,001 – – – 11,001Merger reserve (22,000) – – – (22,000)Retained earnings 15,135 (63) 105 – 15,177 ———— ———— ———— ———— ————Total equity 4,136 (63) 105 – 4,178 ———— ———— ———— ———— ————
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STATEMENT OF FINANCIAL POSITION RECONCILIATIONS As previously Under IFRS reported as at 31 March 31 March 2020 IFRS 16 IFRS 3 Reclasses 2020 £’000 £’000 £’000 £’000 £’000
AssetsGoodwill and other intangibles 1,600 – 178 – 1,778Property, plant and equipment 3,458 – – – 3,458Right of use assets – 1,495 – – 1,495Investments 7 – – – 7Deferred tax – – – – – ———— ———— ———— ———— ————Total non-current assets 5,065 1,495 178 – 6,738 ———— ———— ———— ———— ————Current assetsInventories 14,458 – – – 14,458Trade and other receivables 16,957 – – (218) 16,739Derivative financial instruments – – – 209 209Corporation tax recoverable – – – 9 9Cash and cash equivalents 6,718 – – – 6,718 ———— ———— ———— ———— ————Total current assets 38,133 – – – 38,133 ———— ———— ———— ———— ————Total assets 43,198 1,495 178 – 44,871 ———— ———— ———— ———— ————LiabilitiesCurrent liabilitiesBorrowings 6,688 493 – – 7,181Trade and other payables 16,022 – – (2,340) 13,682Current tax – – – 2,340 2,340 ———— ———— ———— ———— ————Total current liabilities 22,710 493 – – 23,203 ———— ———— ———— ———— ————Net current assets 15,423 (493) – – 14,930 ———— ———— ———— ———— ————Borrowings 16,317 1,096 – – 17,413Deferred tax liability 191 – – – 191 ———— ———— ———— ———— ————Total non-current liabilities 16,508 1,096 – – 17,604 ———— ———— ———— ———— ————Total liabilities 39,218 1,589 – – 40,807 ———— ———— ———— ———— ————Net assets 3,980 (94) 178 – 4,064 ———— ———— ———— ———— ————EquityShare capital 11,001 – – – 11,001Merger reserve (22,000) – – – (22,000)Retained earnings 14,979 (94) 178 – 15,063 ———— ———— ———— ———— ————Total equity 3,980 (94) 178 – 4,064 ———— ———— ———— ———— ————
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PART V
HISTORICAL FINANCIAL INFORMATION RELATING TO SUPREME IMPORTS
SECTION A: ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATIONRELATING TO SUPREME IMPORTS
BDO LLP 3 Hardman Street
ManchesterM3 3AT
The DirectorsSupreme plc4 Beacon RoadAshburton ParkTrafford ParkManchesterM17 1AF
Grant Thornton UK LLP30 Finsbury SquareLondonEC2A 1AG 27 January 2021
Ladies and Gentlemen
Supreme plc (the “Company”)
Supreme Imports Limited ( “Supreme Imports”)
Introduction
We report on the financial information set out in Section B of Part V. This financial information has beenprepared for inclusion in the admission document dated 27 January 2021 of the Company (the“Admission Document”) on the basis of the accounting policies set out in note 2 to the financialinformation. This report is required by paragraph (a) of Schedule Two of the AIM Rules for Companiesand is given for the purpose of complying with that paragraph and for no other purpose.
Responsibilities
The directors of the Company are responsible for preparing the financial information in accordance withInternational Financial Reporting Standards as adopted by the European Union.
It is our responsibility to form an opinion on the financial information and to report our opinion to you.
Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules forCompanies to any person as and to the extent there provided, to the fullest extent permitted by the lawwe do not assume any responsibility and will not accept any liability to any other person for any losssuffered by any such other person as a result of, arising out of, or in connection with this report or ourstatement, required by and given solely for the purposes of complying with Schedule Two of the AIMRules for Companies consenting to its inclusion in the Admission Document.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the financial information. It also included an assessment of significantestimates and judgements made by those responsible for the preparation of the financial informationand whether the accounting policies are appropriate to the entity’s circumstances, consistently appliedand adequately disclosed.
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We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance thatthe financial information is free from material misstatement whether caused by fraud or other irregularityor error.
Our work has not been carried out in accordance with auditing or other standards and practicesgenerally accepted in the United States of America or other jurisdictions outside the United Kingdomand accordingly should not be relied upon as if it had been carried out in accordance with thosestandards and practices.
Opinion
In our opinion, the financial information gives, for the purposes of the Admission Document, a true andfair view of the state of affairs of Supreme Imports as at 31 March 2018 and 2019 and of its profits, cashflows and changes in equity for the years then ended in accordance with the basis of preparation setout in note 1 to the financial information.
Declaration
For the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies, we areresponsible for this report as part of the Admission Document and declare that we have taken allreasonable care to ensure that the information contained in this report is, to the best of our knowledge,in accordance with the facts and contains no omission likely to affect its import. This declaration isincluded in the Admission Document in compliance with Schedule Two of the AIM Rules for Companies.
Yours faithfully
BDO LLPChartered Accountants
BDO LLP is a limited liability partnership registered in England and Wales (with registered numberOC305127)
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SECTION B: HISTORICAL FINANCIAL INFORMATION RELATING TO SUPREME IMPORTS
Statement of Comprehensive Income Year Ended Year Ended 31 March 31 March 2018 2019 Note £’000 £’000
Revenue 5 72,854 80,150Cost of sales 6 (58,080) (57,463) ———— ————Gross profit 14,774 22,687Administration expenses 6 (8,922) (9,403) ———— ————Operating profit 5,852 13,284
Adjusted EBITDA1 7,699 14,835Depreciation 14 & 22 (567) (1,169)Amortisation 13 (7) (12)Exceptional items 7 (953) (370)Net loss from transactions in non-hedging foreign
exchange derivative contracts 7 (320) –
Operating profit 5,852 13,284Finance income 9 – 28Finance costs 10 (385) (599) ———— ————Profit before taxation 5,467 12,713Income tax 11 (1,095) (2,317) ———— ————Profit for the year 4,372 10,396 ———— ————Earnings per share – basic and diluted 12 437 1,040 ———— ————
Note 1: Adjusted EBITDA, which is defined as profit before finance costs, tax, depreciation, amortisation, exceptional items, andprofit/(loss) from transactions in non-hedging foreign exchange derivative contracts is a non-GAAP metric used by managementand is not an IFRS disclosure.
All results derive from continuing operations.
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Statement of Financial Position As at As at 31 March 31 March 2018 2019 Note £’000 £’000
AssetsGoodwill and other intangibles 13 345 768Property, plant and equipment 14 2,704 2,808Right of use assets 22 993 2,014Investments 15 60 60Deferred tax 16 – 31 ———— ————Total non-current assets 4,102 5,681 ———— ————Current assetsInventories 17 11,786 15,033Trade and other receivables 18 12,476 14,041Income tax recoverable 53 –Cash and cash equivalents 19 9,123 1,694 ———— ————Total current assets 33,438 30,768 ———— ————Total assets 37,540 36,449 ———— ————LiabilitiesCurrent liabilitiesBorrowings 21 16,952 4,799Trade and other payables 20 7,885 7,511Derivative financial instruments 23.9 778 –Income tax payable 1,085 1,953 ———— ————Total current liabilities 26,700 14,263 ———— ————Net current assets 6,738 16,505 ———— ————Borrowings 21 724 18,008Deferred tax liability 16 46 – ———— ————Total non-current liabilities 770 18,008 ———— ————Total liabilities 27,470 32,271 ———— ————Net assets 10,070 4,178 ———— ————EquityShare capital 24 – –Retained earnings 10,070 4,178 ———— ————Total equity 10,070 4,178 ———— ————
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Statement of Changes in Equity Share Retained Total Capital earnings equity £’000 £’000 £’000
As at 1 April 2017 – 13,409 13,409 ———— ———— ————Profit for the year – 4,372 4,372 ———— ———— ————Total comprehensive income for the year – 4,372 4,372 ———— ———— ————Transactions with shareholders:Dividends – (7,711) (7,711) ———— ———— ————As at 31 March 2018 – 10,070 10,070 ———— ———— ————Profit for the year – 10,396 10,396 ———— ———— ————Total comprehensive income for the year – 10,396 10,396 ———— ———— ————Transactions with shareholders:Dividends – (16,288) (16,288) ———— ———— ————As at 31 March 2019 – 4,178 4,178 ———— ———— ————
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Statement of Cash Flows Year Ended Year Ended 31 March 31 March 2018 2019 Note £’000 £’000
Net cash flow from operating activitiesProfit for the year 4,372 10,396Adjustments for:Amortisation of intangible assets 13 7 12Depreciation of tangible assets 14 & 22 567 1,169Finance income 9 – (28)Finance costs 10 385 599Income tax expense 11 1,095 2,317Working capital adjustmentsIncrease in inventories (3,369) (3,247)Decrease/(increase) in trade and other receivables 781 (1,242)Increase/(Decrease) in trade and other payables 824 (1,473)Taxation paid (1,376) (1,473) ———— ————Net cash from operations 3,286 7,030 ———— ————Cash flows used in investing activitiesPurchase of intangible fixed assets 13 – (435)Purchase of property, plant and equipment 14 (1,353) (1,007)Proceeds from sale of property, plant and equipment 14 – 192Directors loan account movement – (321)Interest received – 28Net cash on acquisition of subsidiary undertaking 7 – ———— ————Net cash used in investing activities (1,346) (1,543) ———— ————Cash flows used in financing activitiesDrawdown of borrowings 21 8,062 16,419Repayment of borrowings 21 (3,407) (3,620)Dividends paid (7,711) (15,967)Finance costs paid (372) (515)Lease payments 22 (200) (452) ———— ————Net cash used in financing activities (3,628) (4,135) ———— ————Net (decrease)/increase in cash and cash equivalents (1,688) 1,352Cash and cash equivalents brought forward 1,879 191 ———— ————Cash and cash equivalents carried forward 191 1,543 ———— ————Cash and cash equivalents 19 9,123 1,694Bank overdraft 21 (8,932) (151) ———— ———— 191 1,543 ———— ————
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Notes to the Historical Financial Information
1. Basis of preparation
Supreme Imports Ltd (“Supreme Imports”) is domiciled in the UK, with company registration number05292196. The principal activity is the wholesale distribution of batteries, lighting, vaping and theassociated sundry products, sports nutrition and wellness and branded household consumer goods.The registered office is 4 Beacon Road, Ashburton Park, Trafford Park, Manchester, M17 1AF.
This historical financial information (“Historical Financial Information”) has been prepared on a goingconcern basis under the historical cost convention, modified for the revaluation of certain financialinstruments; in accordance with International Financial Reporting Standards (IFRSs) as adopted by theEU, the International Financial Reporting Interpretations Committee (IFRIC) interpretations issued bythe International Accounting Standards Boards (“IASB”) that are effective or issued and have beenadopted as at the time of preparing this Historical Financial Information, except as described below.
The deemed transition date to IFRS, for the purposes of this Historical Financial Information onSupreme Imports is 1 April 2017, which is the beginning of the first year presented. Details of thetransition are set out in Note 30. The principles and requirements for first time adoption of IFRS are setout in IFRS 1. IFRS 1 allows certain exceptions and exemptions in the application of particularstandards to prior years in order to assist companies with the transition process. Supreme Imports hasnot applied any of the optional exemptions and has applied the exception with regard to restatement ofpast business combinations under IFRS 3. Contrary to the requirements of IFRS 1, a balance sheet asat the date of transition of 1 April 2017 has not been presented and this is therefore a departure fromthe requirements of IFRS. In all other respects IFRS has been applied.
This Historical Financial Information presents the financial track record of Supreme Imports for the twoyears ended 31 March 2019 and is prepared for the purposes of admission to AIM, a market operatedby the London Stock Exchange. This Historical Financial Information has been prepared in accordancewith the requirements of the AIM Rules for Companies and in accordance with this basis of preparationsummarised below.
The preparation of Historical Financial Information requires the Directors to exercise their judgement inthe process of applying accounting policies. The areas involving a higher degree of judgement orcomplexity, or areas where assumptions and estimates are significant to the Historical FinancialInformation are disclosed in Note 4.
The financial information for the year ended 31 March 2019 and the year ended 31 March 2018 doesnot constitute Supreme Imports’ statutory accounts for those years.
Statutory accounts for the years ended 31 March 2019 and 31 March 2018 have been delivered to theRegistrar of Companies.
The auditors’ reports on the accounts for 31 March 2019 and 31 March 2018 were unqualified, did notdraw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or498(3) of the Companies Act 2006.
The Historical Financial Information is presented in sterling and, unless otherwise stated, amounts areexpressed in pounds, to the nearest thousand.
The Board and the Financial Director are, together, considered the chief operating decision maker.
2. Summary of significant accounting policies
The principal accounting policies adopted are set out below.
2.1 Group accounts
The Historical Financial Information contains information about Supreme Imports as an individualcompany and does not contain consolidated financial information as the parent of a group.Supreme Imports has taken the exemption available from preparing the consolidated financialstatements on the basis that the subsidiary undertakings are not material.
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2.2 Going concern
Supreme Imports Ltd is funded by external banking facilities provided by HSBC until March 2024,as well as through surplus cash held at bank. Taking account of these facilities and havingconsidered future strong trading and cash flow forecasts, the Directors have a reasonableexpectation that Supreme Imports has adequate resources to continue in operational existencefor the foreseeable future. Accordingly, the Directors continue to adopt the going concern basisin preparing the Historical Financial Information.
2.3 Currencies
Functional and presentational currency
Items included in the Historical Financial Information are measured using the currency of theprimary economic environment in which Supreme Imports operates (“the functional currency”)which is UK sterling (£). The Historical Financial Information is presented in UK sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using a standardexchange rate for a period if the rates do not fluctuate significantly. Foreign exchange gains andlosses resulting from the settlement of such transactions and from the translation at year-endexchange rates of monetary assets and liabilities denominated in foreign currencies arerecognised in the statement of comprehensive income. Non-monetary items that are measuredin terms of historical cost in a foreign currency are not retranslated.
2.4 Revenue recognition
Revenue solely relates to the sale of goods and arises from the wholesale distribution ofbatteries, lighting, vaping and the associated sundry products.
To determine whether to recognise revenue, Supreme Imports follows the 5-step process as setout within IFRS 15:
1. Identifying the contract with a customer.
2. Identifying the performance obligations.
3. Determining the transaction price.
4. Allocating the transaction price to the performance obligations.
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is measured at transaction price, stated net of VAT, and other sales related taxes.Rebates to customers take the form of volume discounts, which are a type of variableconsideration, and the transaction price is constrained to reflect the rebate element.
Revenue is recognised at a point in time as Supreme Imports satisfies performance obligationsby transferring the promised goods to its customers as described below. Variable consideration,in the form of rebates, is also recognised at the point of transfer, however the estimate of variableconsideration is constrained at this point and released once it is highly probable there will not bea significant reversal.
Contracts with customers take the form of customer orders. There is one distinct performanceobligation, being the distribution of products to the customer, for which the transaction price isclearly identified. Revenue is recognised at a point in time when Supreme Imports satisfiesperformance obligations by transferring the promised goods to its customers, i.e. when controlhas passed from Supreme Imports to the customer, which tends to be on receipt by the customer.In respect of certain direct shipments control passes when an invoice is raised, paymentreceived, and title formally transferred to the customer.
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2.5 Goodwill
The carrying value of goodwill has arisen following the acquisition of subsidiary entities, wherethe trade and assets have subsequently been hived up (at fair value) into this companyimmediately post acquisition, and the related investment balance transferred to goodwill. Suchgoodwill is subject to an impairment review, both annually and when there is an indication thatthe carrying value may be impaired. Any impairment is recognised immediately in the incomestatement and is not reversed.
2.6 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and anyimpairment losses. Cost includes the original purchase price of the asset and the costsattributable to bringing the asset to its working condition for its intended use. Depreciation ischarged so as to write off the costs of assets over their estimated useful lives, on a straight-linebasis starting from the month they are first used, as follows:
Plant and machinery – 25%Fixtures and fittings – 25%Motor vehicle – 25%Fashion hire assets – 25%
The gain or loss arising on the disposal of an asset is determined as the difference between thesales proceeds and the carrying amount of the asset and is recognised in the Statement ofComprehensive Income.
At each reporting date, Supreme Imports reviews the carrying amounts of its property, plant andequipment assets to determine whether there is any indication that those assets have sufferedan impairment loss. If any such indication exists, the recoverable amount of the asset isestimated in order to determine the extent of the impairment loss (if any).
Fashion Hire assets are presented within property, plant and equipment. Revenue is generatedfrom these assets through hire to third party customers.
2.7 Inventories
Inventories are valued using a first in, first out method and are stated at the lower of cost and netrealisable value. Cost includes expenditure incurred in the normal course of business in bringingthe products to their present location and condition.
At the end of each reporting period inventories are assessed for impairment. If an item ofinventory is impaired, the identified inventory is reduced to its selling price less costs to completeand sell and an impairment charge is recognised in the income statement. Where a reversal ofthe impairment is recognised the impairment charge is reversed, up to the original impairmentloss, and is recognised as a credit in the income statement.
2.8 Income tax
The tax expense or credit represents the sum of the tax currently payable or recoverable and themovement in deferred tax assets and liabilities.
(a) Current income tax
Current tax is based on taxable income for the year and any adjustment to tax fromprevious years. Taxable income differs from net income in the statement of comprehensiveincome because it excludes items of income or expense that are taxable or deductible inother years or that are never taxable or deductible. The calculation uses the latest tax ratesfor the year that have been enacted or substantively enacted by the dates of the Statementof Financial Position.
(b) Deferred tax
Deferred tax is calculated at the latest tax rates that have been substantively enacted bythe reporting date that are expected to apply when settled. It is charged or credited in the
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Statement of Comprehensive Income, except when it relates to items credited or chargeddirectly to equity, in which case it is also dealt with in equity.
Deferred tax is the tax expected to be payable or recoverable on differences between thecarrying amounts of assets and liabilities in the Historical Financial Information and thecorresponding tax bases used in the computation of taxable income, and is accounted forusing the liability method. It is not discounted.
Deferred tax liabilities are generally recognised for all taxable temporary differences anddeferred tax assets are recognised to the extent that it is probable that taxable income willbe available against which the asset can be utilised. Such assets are reduced to the extentthat it is no longer probable that the asset can be utilised.
Deferred tax assets and liabilities are offset when there is a right to offset current taxassets and liabilities and when the deferred tax assets and liabilities relate to taxes leviedby the same taxation authority on either the same taxable entity or different taxable entitieswhere there is an intention to settle the balances on a net basis.
2.9 Leases
Supreme Imports has applied IFRS 16 throughout the period covered by the HFI. At inception ofa contract, Supreme Imports assesses whether a contract is, or contains, a lease. A contract is,or contains, a lease if the contract conveys the right to control the use of an identified asset fora period of time in exchange for consideration.
Supreme Imports recognises a right-of-use asset and a lease liability at the leasecommencement date. The right-of-use asset is initially measured at cost, which comprises theinitial amount of the lease liability adjusted for any lease payments made at or beforethe commencement date, plus any initial direct costs incurred and an estimate of costs to restorethe underlying asset, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from thecommencement date to the earlier of the end of the useful life of the right-of-use asset or the endof the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses,if any, and adjusted for certain remeasurements of the lease liabilities.
The lease liability is initially measured at the present value of lease payments that were not paidat the commencement date, discounted using Supreme Imports’ incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. If there is aremeasurement of the lease liability, a corresponding adjustment is made to the carrying amountof the right-of-use asset, or is recorded directly in profit or loss if the carrying amount of the rightof use asset is zero.
Short term leases and low value assets
Supreme Imports has elected not to recognise right-of-use assets and lease liabilities for short-term lease of machinery that have a lease term of 12 months or less or leases of low valueassets. These lease payments are expensed on a straight-line basis over the lease term.
2.10 Payroll expense and related contributions
Supreme Imports provides a range of benefits to employees, including annual bonusarrangements, paid holiday arrangements and defined contribution pension plans.
Short term benefits, including holiday pay and other similar non-monetary benefits, arerecognised as an expense in the period in which the service is received.
2.11 Pension costs
Supreme Imports operates a defined contribution pension scheme for employees. The assets ofthe scheme are held separately from those of Supreme Imports. The annual contributionspayable are charged to the statement of comprehensive income.
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2.12 Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided tothe chief operating decision-maker. The chief operating decision-maker is responsible forallocating resources and assessing performance of operating segments.
The Directors consider that there are five identifiable business segments, being the distributionof batteries, lighting, vaping, sports nutrition & wellness, and branded household consumergoods.
2.13 Dividends
Dividends are recognised as a liability and deducted from equity at the time they are approved.Otherwise dividends are disclosed if they have been proposed or declared before the relevantfinancial statements are approved.
2.14 EBITDA and Adjusted EBITDA
Earnings before Interest, Taxation, Depreciation and Amortisation (“EBITDA”) and AdjustedEBITDA are non-GAAP measures used by management to assess the operating performance ofSupreme Imports. EBITDA is defined as profit before finance costs, tax, depreciation andamortisation. Exceptional items are excluded from EBITDA to calculate adjusted EBITDA.
The Directors primarily use the Adjusted EBITDA measure when making decisions aboutSupreme Imports’ activities as this provides useful information for shareholders on underlyingtrends and performance. As these are non-GAAP measures, EBITDA and Adjusted EBITDAmeasures used by other entities may not be calculated in the same way and hence are notdirectly comparable.
2.15 Exceptional costs and non-recurring items
Supreme Imports’ income statement separately identifies exceptional items. Such items arethose that in the Directors’ judgement are one-off in nature or non-operating and need to bedisclosed separately by virtue of their size or incidence and may include, but are not limited to,professional fees and other costs directly related to refinancing, acquisitions and capitaltransactions, material impairments of inventories and fashion hire assets. In determining whetheran item should be disclosed as an exceptional item, the Directors consider quantitative andqualitative factors such as the frequency, predictability of occurrence and significance. This isconsistent with the way financial performance is measured by management and reported to theBoard.
2.16 Financial instruments
Financial assets and financial liabilities are recognised in Supreme Imports’ Statement ofFinancial Position when Supreme Imports becomes party to the contractual provisions of theinstrument. Financial assets are de-recognised when the contractual rights to the cash flows fromthe financial asset expire or when the contractual rights to those assets are transferred. Financialliabilities are de-recognised when the obligation specified in the contract is discharged, cancelledor expired.
Trade and other receivables
Trade and other receivables are initially measured at transaction price less provisions forexpected credit losses. The group applies the IFRS 9 simplified approach to measuring expectedcredit losses which uses a lifetime expected loss allowance. This lifetime expected credit lossesis used in cases where the credit risk on other receivables has increased significantly since initialrecognition. In cases where the credit risk has not increased significantly, the Group measuresthe loss allowance at an amount equal to the 12-month expected credit loss. This assessment isperformed on a collective basis considering forward-looking information.
IFRS 9’s impairment requirements use forward-looking information to recognise expected creditlosses – the ‘expected credit loss (ECL) model’.
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Recognition of credit losses is determined by considering a broad range of information whenassessing credit risk and measuring expected credit losses, including past events, currentconditions and reasonable and supportable forecasts that affect the expected collectability of thefuture cash flows of the instrument.
Measurement of the expected credit losses is determined by a probability-weighted estimate ofcredit losses over the expected life of the financial instrument.
Credit Insurance is applied to all accounts over £2,500 with exception of proforma accounts andaccounts agreed by the CEO.
Interest income is recognised by applying the effective interest rate, except for short-termreceivables when the recognition of interest would be immaterial.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, demand deposits, and other short-termhighly liquid investments that are readily convertible to a known amount of cash and are subjectto an insignificant risk of changes in value.
Trade and other payables
Trade and other payables are initially measured at their fair value and are subsequentlymeasured at their amortised cost using the effective interest rate method; this method allocatesinterest expense over the relevant period by applying the “effective interest rate” to the carryingamount of the liability.
Invoice discounting facility
Supreme Imports has entered into an invoice discounting arrangement with the bank, where aproportion of the debts have been legally transferred but the benefits and risks are retained bySupreme Imports. Gross receivables are included within debtors and a corresponding liability inrespect of the proceeds received from the bank are shown within liabilities. The interest elementof the bank’s charges are recognised as they accrue and included in the statement ofcomprehensive income within other interest payable.
Borrowings
Interest-bearing overdrafts are classified as other liabilities. They are initially recorded at fairvalue, which represents the fair value of the consideration received, net of any direct transactioncosts associated with the relevant borrowings. Borrowings are subsequently stated at amortisedcost and finance charges are recognised in the Statement of Comprehensive Income over theterm of the instrument using an effective rate of interest. Finance charges, including premiumspayable on settlement or redemption, are accounted for on an accruals basis and are added tothe carrying amount of the instrument to the extent that they are not settled in the period in whichthey arise. Borrowings are classified as current liabilities unless Supreme Imports has anunconditional right to defer settlement of the liability for at least 12 months after the reportingdate.
Classification as debt or equity
Debt and equity instruments issued by Supreme Imports are classified as either financialliabilities or as equity in accordance with the substance of the contractual arrangements and thedefinitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entityafter deducting all of its liabilities. Equity instruments issued by Supreme Imports are recognisedat the proceeds received, net of direct issue costs.
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Derivatives
Derivatives are initially recognised at the fair value on the date the derivative contract is enteredinto and are subsequently re-measured at their fair value. Changes in the fair value of derivativesare recognised in the income statement within cost of sales, on the basis that is where the relatedexpense is recognised, unless they are included in a hedging arrangement. Where theinstruments have been traded to take advantage of currency movements and not directly linkedto the settlement of purchase requirements the gain or loss is recognised separately in thestatement of comprehensive income as other operating income/expense. Financial liabilities arederecognised when the liability is extinguished, that is when the contractual obligation isdischarged, cancelled or expires.
3. Financial risk management
3.1 Financial risk factors
Supreme Imports’ activities expose it to certain financial risks: market risk, credit risk and liquidityrisk. The overall risk management programme focuses on the unpredictability of financial marketsand seeks to minimise potential adverse effects on Supreme Imports’ financial performance. Riskmanagement is carried out by the Directors, who identify and evaluate financial risks in closeco-operation with key staff, for further details see Note 23.
(a) Market risk
Market risk is the risk of loss that may arise from changes in market factors such ascompetitor pricing, interest rates, foreign exchange rates.
(b) Credit risk
Credit risk is the financial loss to Supreme Imports if a customer or counterparty to financialinstruments fails to meet its contractual obligation. Credit risk arises from SupremeImports’ cash and cash equivalents and receivables balances. Credit Insurance is appliedto all accounts over £2,500 with exception of proforma accounts and accounts agreed bythe CEO and therefore credit risk is considered low.
(c) Liquidity risk
Liquidity risk is the risk that Supreme Imports will not be able to meet its financialobligations as they fall due. This risk relates to Supreme Imports’ prudent liquidity riskmanagement and implies maintaining sufficient cash. The Directors monitor rollingforecasts of Supreme Imports’ liquidity and cash and cash equivalents based on expectedcash flow.
3.2 Capital risk management
Supreme Imports is funded by equity and loans. The components of shareholders’ equity are:
(a) The share capital account arising on the issue of shares.
(b) The retained reserve or deficit reflecting comprehensive income to date.
(c) The banking facilities comprising a supply chain and invoice discounting facility.
Supreme Imports’ objective when managing capital is to maintain adequate financial flexibility topreserve its ability to meet financial obligations, both current and long term. The capital structureof Supreme Imports is managed and adjusted to reflect changes in economic conditions.Supreme Imports funds its expenditures on commitments from existing cash and cash equivalentbalances, primarily received from issuances of shareholders’ equity. There are no externallyimposed capital requirements. Financing decisions are made based on forecasts of the expectedtiming and level of capital and operating expenditure required to meet Supreme Imports’commitments and development plans. Quantitative data on what Supreme Imports manages ascapital is included in the Statement of Changes in Equity and in Note 23 to the Historical FinancialInformation.
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3.3 Fair value estimation
The carrying value less impairment provision of trade receivables and payables are assumed toapproximate to their fair values because of the short-term nature of such assets and the effect ofdiscounting liabilities is negligible.
4. Critical accounting estimates and judgements
The preparation of this Historical Financial Information requires management to make judgements andestimates that affect the reported amounts of assets and liabilities at each Statement of FinancialPosition date and the reported amounts of revenue during the reporting periods. Actual results coulddiffer from these estimates. Information about such judgements and estimations are contained inindividual accounting policies. The key judgements and sources of estimation uncertainty that couldcause an adjustment to be required to the carrying amount of asset or liabilities within the nextaccounting period are outlined below:
Accounting estimates
4.1 Goodwill impairment
Supreme Imports tests goodwill for impairment every year in accordance with the relevantaccounting policies. The recoverable amounts of cash-generating units are determined bycalculating value in use. These calculations require the use of estimates.
Goodwill relates to various acquisitions and amounts to £613,000 at 31 March 2019. Theestimates used in the impairment calculation are set out in Note 13. There are no reasonablypossible scenarios in which the goodwill would be impaired.
4.2 Useful economic lives of property, plant and equipment
Property, plant and equipment is depreciated over the useful lives of the assets. Useful lives arebased on the management’s estimates of the period that the assets will generate revenue, whichare reviewed annually for continued appropriateness. The carrying values are tested forimpairment when there is an indication that the value of the assets might be impaired. Whencarrying out impairment tests these would be based upon future cash flow forecasts and theseforecasts would be based upon management judgement. Future events could cause theassumptions to change, therefore this could have an adverse effect on the future results ofSupreme Imports.
The useful economic lives applied are set out in the accounting policies (Note 2.6) and arereviewed annually.
Accounting judgements
4.3 Inventory obsolescence
Management make use of judgement in determining whether certain inventory items areobsolete. Should these judgements be incorrect there could be a material difference in therecoverable value of inventory.
4.4 Right of use assets – discount rate
Management make use of judgements in determining the discount rate to be applied to the IFRS16 ‘Leases’ right of use asset and liability. This judgement determines the carrying value of theassets and liabilities, and the resulting depreciation and interest charge that is incurred.
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5. Segmental analysis
The Chief Operating Decision Maker (“CODM”) has been identified as the Board of Directors. TheBoard reviews Supreme Imports’ internal reporting in order to assess performance and allocateresources. No balance sheet analysis is available by segment or reviewed by the CODM. The Boardhas determined that the operating segments, based on these reports, are the sale of:
• batteries;
• lighting;
• vaping;
• sports nutrition & wellness; and
• branded household consumer goods.
The Gross profit before foreign exchange shows the results using standard foreign exchange rates thatare used throughout the year. The foreign exchange adjustment shown before gross profit is to adjustback to the actual rates incurred.
Branded Year Sports household Ended nutrition & consumer 31 March Batteries Lighting Vaping wellness goods 2019 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 33,353 22,711 20,958 2,389 739 80,150Cost of sales (29,944) (16,732) (11,559) (1,209) (532) (59,976) ———— ———— ———— ———— ———— ————Gross profit beforeforeign exchange 3,409 5,979 9,399 1,180 207 20,174
Foreign exchange 2,513 ————Gross profit 22,687Administration expenses (9,403) ————Operating profit 13,284
Adjusted earnings beforetax, depreciation,amortisation andexceptional items 14,835
Depreciation (1,169)Amortisation (12)Exceptional items (370)Net loss from transactionsin non-hedging foreignexchange derivativecontracts –
Operating profit 13,284Finance income 28Finance costs (599) ————Profit before taxation 12,713Income tax (2,317) ————Profit for the year 10,396 ————
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Branded Year Sports household Ended nutrition & consumer 31 March Batteries Lighting Vaping wellness goods 2018 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 33,414 20,874 17,705 – 861 72,854Cost of sales (29,647) (16,336) (10,700) – (652) (57,335) ———— ———— ———— ———— ———— ————Gross profit beforeforeign exchange 3,767 4,538 7,005 – 209 15,519
Foreign exchange (745) ————Gross profit 14,774Administration expenses (8,922) ————Operating profit 5,852
Adjusted earnings beforetax, depreciation,amortisation andexceptional items 7,699
Depreciation (567)Amortisation (7)Exceptional items (953)Net loss from transactionsin non-hedging foreignexchange derivativecontracts (320)
Operating profit 5,852Finance income –Finance costs (385) ————Profit before taxation 5,467Income tax (1,095) ————Profit for the year 4,372 ————Information about major customers
Supreme Imports has generated revenue from individual customers that accounted for greater than10% of total revenue. The total revenue from each of these 2 customers (2018: 2 customers) was£16,888,000 and £11,501,000 (2018: £13,437,000 and £10,026,000). These revenues related to allsegments.
Analysis of revenue by geographical destination Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
United Kingdom 63,772 68,803Rest of Europe 7,742 10,361Rest of the World 1,340 986 ———— ———— 72,854 80,150 ———— ————The above revenues are all generated from contracts with customers and are recognised at a point intime. All assets of Supreme Imports reside in the UK.
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6. Expenses by nature Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
The profit is stated after charging expenses as follows:Inventories recognised as an expense 52,838 52,902Impairment of inventories (excluding exceptional costs) 91 5Impairment of trade receivables 42 94Staff costs – Note 8 4,248 4,833Foreign exchange loss 408 –Exceptional and non-recurring items – Note 7 1,273 370Establishment and general 599 452Depreciation of property, plant and equipment 567 1,169Amortisation of intangible assets 7 12Auditor’s remuneration 45 47Other operating expenses 6,884 6,982 ———— ————Total cost of sales and administrative expenses 67,002 66,866 ———— ————7. Exceptional costs and non-recurring items Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Exceptional cost of sales (480) (130)Exceptional administrative expenses (473) (240)Net gains from settled transactions in non-hedging foreign exchange
derivative contracts 166 –Net losses from unsettled transactions in non-hedging foreign exchange
derivative contracts (486) – ———— ———— (1,273) (370) ———— ————Exceptional cost of sales – included within cost of sales is a non-recurring item of £130,000 (2018:£480,000) relating to a write-down of inventories following a recall of vaping inventory following achange in the Tobacco and Related Products Regulations Amendment 2017 (May 2017).
Exceptional administrative expenses include a non-recurring item of £120,000 relating to professionalfees in connection with the refinancing of the prior year loan facility and a non-recurring item of£120,000 relating to a loss on sale of fashion hire watch assets. Included within exceptionaladministrative expenses in 2018 is a non-recurring item of £473,000 of professional fees in relation toa potential IPO that did not proceed.
Non-hedging foreign exchange derivative contracts
Supreme Imports mitigates the exchange risk of certain foreign currency trade debtors and creditors byentering into forward currency contracts. Supreme Imports’ forex policy is to purchase forward contractsto mitigate changes in spot rates, based on the timing of purchases to be made. Management forecastthe timing of purchases and make assumptions relating to the exchange rate at which Supreme Importscosts its products and take out forward contracts to mitigate fluctuations to an acceptable level.
In 2018 Supreme Imports utilised the forward contracts to generate gains through speculative tradingwith these gains and losses being presented within administrative expenses within the Statement ofComprehensive Income. All other exchange items are presented within cost of sales.
Amounts noted as settled are where the gains are realised and the instruments closed; whereasamounts noted as unsettled relate to open contracts at the year end.
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8. Staff and remuneration Year Ended Year Ended 31 March 31 March 2018 2019 No. No.
Average number of employees (including Directors):Management and administration 31 25Warehouse 51 57Sales 19 17Development 33 47 ———— ———— 134 146 ———— ———— Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Aggregate remuneration of staff (including Directors):Wages and salaries 3,872 4,215Social security costs 264 425Other pension costs 112 193 ———— ———— 4,248 4,833 ———— ————9. Finance income Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Other interest receivable – 28 ———— ———— – 28 ———— ————10. Finance expense Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Bank interest payable 75 82Other interest payable 297 433Interest on right-of-use assets 13 84 ———— ———— 385 599 ———— ————Other interest payable represents interest payable in respect of the invoice discounting and supplychain facilities.
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11. Taxation Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Current taxCurrent year – UK corporation tax 1,084 2,571Adjustments in respect of prior periods (43) (180) ———— ————Total current tax 1,041 2,391 ———— ————Deferred taxOrigination and reversal of timing differences 73 (32)Adjustment for prior periods (19) (42) ———— ————Total deferred tax 54 (74) ———— ————Total tax expense 1,095 2,317 ———— ————Factors affecting the charge Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Profit before taxation 5,467 12,713 ———— ————Tax at the UK corporation tax rate of 19% 1,039 2,415Adjustment to tax charge in respect of prior periods (62) (222)Effects of expenses not deductible for tax purposes 117 5Fixed asset differences 6 17Adjustments to tax charge due to change in rates (9) 4Other differences 4 98 ———— ————Total tax expense 1,095 2,317 ———— ————Factors that may affect future tax charges
In the Spring Budget 2020, the Government announced that the previously enacted decrease in thecorporate tax rate from 19% to 17% from 1 April 2020 would no longer happen and that rates wouldremain at 19% for the foreseeable future. The new law was substantively enacted post year end by aresolution under the Provisional Collection of Taxes Act 1968 on 17 March 2020. As the new law wassubstantively enacted post year end, the impact of the change has not been reflected in the HistoricalFinancial Information. The expected impact moving forward is not material.
12. Earnings per share
Basic earnings per share is calculated by dividing the net income for the year attributable to ordinaryequity holders after tax by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is not calculated as there are no potential dilutive instruments in issue.
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The basic and diluted calculations are both based on the following:
Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Profit for the year after tax 4,372 10,396 ———— ———— No. No.
Weighted average number of shares – basic 10 10
£’000 £’000
Profit per share – basic and diluted 437 1,040 ———— ————13. Goodwill Domain name Trademarks Goodwill Total £’000 £’000 £’000 £’000
CostAt 1 April 2017 – – 162 162Additions 69 – 121 190 ———— ———— ———— ————At 31 March 2018 69 – 283 352 ———— ———— ———— ————Additions 55 50 330 435 ———— ———— ———— ————At 31 March 2019 124 50 613 787 ———— ———— ———— ————Accumulated amortisationAt 1 April 2017 – – – –Amortisation charged in the year 7 – – 7 ———— ———— ———— ————At 31 March 2018 7 – – 7 ———— ———— ———— ————Amortisation charged in the year 9 3 – 12 ———— ———— ———— ————At 31 March 2019 16 3 – 19 ———— ———— ———— ————Carrying amountAt 1 April 2017 – – 162 162 ———— ———— ———— ————At 31 March 2018 62 – 283 345 ———— ———— ———— ————At 31 March 2019 108 47 613 768 ———— ———— ———— ————Goodwill arises on acquisitions where the fair value of the consideration given for the business exceedsthe fair value of the assets acquired and liabilities assumed.
Following acquisition of a business, the directors identify the individual Cash Generating Units (CGUs)acquired and, where possible, allocate the underlying assets acquired and liabilities assumed to eachof those CGUs. The carrying value of goodwill has arisen following the acquisition of subsidiary entities,where the trade and assets have subsequently been hived up into this company, and the relatedinvestment balance transferred to goodwill. The carrying value of goodwill is allocated to the followingcash generating units:
£’000
Batteries 492Vaping 121 ———— 613 ————
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Goodwill arising in the year related to the acquisition of Powerquick, Vape Importers and Sub Ohm thatwere hived up into Supreme Imports Ltd. The goodwill arising in 2018 related to the acquisition of VapeNation Ltd that was hived up into Supreme Imports Ltd.
Impairment testing of goodwill is performed at least annually by reference to value in use calculations,in line with the requirements of IAS 36. These calculations show no reasonably possible scenario inwhich any of the goodwill balances could be impaired as at the date of transition, 31 March 2018, or 31March 2019. There were no charges for impairment of goodwill in 2019 (2018: nil).
14. Property, plant and equipment Fixtures Plant and and Motor Fashion machinery fittings vehicles hire assets Total £’000 £’000 £’000 £’000 £’000
Cost or valuationAt 1 April 2017 519 225 – 1,486 2,230Additions 1,092 193 – – 1,285 ———— ———— ———— ———— ————At 31 March 2018 1,611 418 – 1,486 3,515 ———— ———— ———— ———— ————Additions 925 48 32 – 1,005Disposals (23) – – (180) (203) ———— ———— ———— ———— ————At 31 March 2019 2,513 466 32 1,306 4,317 ———— ———— ———— ———— ————Depreciation and impairmentAt 1 April 2017 134 121 – 156 411Depreciation charged in the year 172 80 – 148 400 ———— ———— ———— ———— ————At 31 March 2018 306 201 – 304 811 ———— ———— ———— ———— ————Depreciation charged in the year 491 113 6 99 709Eliminated on disposal – – – (11) (11) ———— ———— ———— ———— ————At 31 March 2019 797 314 6 392 1,509 ———— ———— ———— ———— ————Carrying amountAt 1 April 2017 385 104 – 1,330 1,819At 31 March 2018 1,305 217 – 1,182 2,704 ———— ———— ———— ———— ————At 31 March 2019 1,716 152 26 914 2,808 ———— ———— ———— ———— ————The depreciation charge for the year has been included in Administrative expenses in the Statement ofComprehensive Income.
15. Investments As at As at 31 March 31 March 2018 2019 £’000 £’000
Investment in associates 60 60 ———— ———— 60 60 ———— ————Supreme Imports owned 20% of the share capital of Elena Dolce Limited, with a registered office of 111Deansgate, Manchester, M3 2BQ.
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In addition, at 31 March 2019 Supreme Imports owned 100% of the following subsidiaries, which areincorporated in England and Wales:
• Vape Nation Limited
• Battery Force Limited
• Saira Shoes Limited
• PowerQuick Limited
• Sub OHM Juice Limited
• Supreme 88 Limited (formerly Vape Importers Limited)
The registered office of each subsidiary is 4 Beacon Road, Ashburton Park, Trafford Park, Manchester,M17 1AF.
16. Deferred tax
Deferred tax consists of the following timing differences As at As at 31 March 31 March 2018 2019 £’000 £’000
Excess of depreciation over taxable allowances (113) (90)Short term timing differences 4 4Tax losses carried forward 63 117 ———— ———— (46) 31 ———— ————Movement in deferred tax in the year As at As at 31 March 31 March 2018 2019 £’000 £’000
Balance brought forward 8 (46)(Credited)/charged to profit or loss (54) 74Transfer – 3 ———— ————Balance carried forward (46) 31 ———— ————The Directors consider that the deferred tax assets in respect of timing differences and depreciation inexcess of capital allowances are recoverable based on the forecast future taxable profits of SupremeImports.
17. Inventories As at As at 31 March 31 March 2018 2019 £’000 £’000
Goods for resale 10,307 13,549Raw materials 1,479 1,484 ———— ———— 11,786 15,033 ———— ————The Directors believe that the replacement value of inventories at would not be materially different thanbook value.
Inventories at 31 March 2019 are stated after provisions for impairment of £96,000 (2018: £91,000).
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18. Trade and other receivables As at As at 31 March 31 March 2018 2019 £’000 £’000
Trade receivables 10,150 10,748Amounts owed by related parties 1,737 1,617Directors loan account 321 672Other receivables 46 231Prepayments 222 773 ———— ———— 12,476 14,041 ———— ————The Directors believe that the carrying value of trade and other receivables represents their fair value.In determining the recoverability of trade receivables, Supreme Imports considers any change in thecredit quality of the receivable from the date credit was granted up to the reporting date.
The movement in provisions for impairment are shown below:
As at As at 31 March 31 March 2018 2019 £’000 £’000
Balance at the beginning of the year 15 53Charged to the statement of comprehensive income 42 94Utilisation of provision (4) (95) ———— ————Balance at the end of the year 53 52 ———— ————Trade receivables disclosed above include amounts (see below for aged analysis) which are past dueat the reporting date but against which Supreme Imports has not recognised an allowance for doubtfulreceivables because there has not been a significant change in credit quality and the amounts are stillconsidered recoverable.
Ageing of past due but not impaired receivables
As at As at 31 March 31 March 2018 2019 £’000 £’000
Current 10,244 10,663Less than 30 days – –31 – 60 days (87) 6661 – 90 days (35) (3)90 days + 81 74Less provisions for impairment (53) (52) ———— ———— 10,150 10,748 ———— ————In determining the recoverability of a trade receivable Supreme Imports considers any change in thecredit quality of the trade receivable from the date credit was initially granted up to the reporting date.The concentration of credit risk is limited due to the customer base being large and unrelated. Creditinsurance is also in place.
Details on Supreme Imports’ credit risk management policies are shown in Note 23. Supreme Importsdoes not hold any collateral as security for its trade and other receivables.
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19. Cash and cash equivalents As at As at 31 March 31 March 2018 2019 £’000 £’000
Cash at bank 9,123 1,694 ———— ————20. Trade and other payables As at As at 31 March 31 March 2018 2019 £’000 £’000
Trade payables 3,844 4,160Accruals and deferred income 3,129 2,645Other tax and social security 838 625Other payables – 7Amounts owed to group undertakings 74 74 ———— ———— 7,885 7,511 ———— ————Trade payables principally consist of amounts outstanding for trade purchases and ongoing costs. Theyare non-interest bearing and are normally settled on 30 to 60 day terms.
The Directors consider that the carrying value of trade and other payables approximates their fair value.Trade and other payables are denominated in Sterling, Euros and US Dollars. Supreme Imports Ltd hasfinancial risk management policies in place to ensure that all payables are paid within the credittimeframe and no interest has been charged by any suppliers as a result of late payment of invoicesduring the period.
21. Borrowings As at As at 31 March 31 March 2018 2019 £’000 £’000
CurrentBank overdraft 8,932 151Bank loans 4,210 3,125Other loans 3,570 1,035IFRS 16 lease liability (Note 22) 240 488 ———— ———— 16,952 4,799 ———— ————Non-currentBank term loan – 16,419IFRS 16 lease liability (Note 22) 724 1,589 ———— ———— 724 18,008 ———— ————Total borrowings 17,676 22,807 ———— ————
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The earliest that the lenders of the above borrowings require repayment is as follows:
As at As at 31 March 31 March 2018 2019 £’000 £’000
In less than one year 16,952 4,799Between two and five years 724 18,008In more than five years – – ———— ———— 17,676 22,807 ———— ————Supreme Imports is funded by external banking facilities provided by HSBC. Current bank borrowingsincludes invoice discounting facilities, which are secured by an assignment of, and fixed charge overthe trade debtors of Supreme Imports. There is also an amount of £151,000 at 31 March 2019 (2018:£8,932,000) due under a bank overdraft. Furthermore, current bank borrowings include an amount of£1,147,000 at 31 March 2019, (2018: £nil) due under a supply chain facility which is secured by fixedand floating charges over all assets of Supreme Imports.
The total facilities available were a £8.5m invoice discounting facility (repayable on demand) and a£4.5m supply chain facility (renewed each year). Therefore undrawn but committed facilities at31 March 2019 were £8,612,000 and £3,353,000 respectively (2018: £4,934,000 and £4,500,000).
The supply chain facility is utilised to provide short term cash flow to settle liabilities arising out ofpurchases made in the normal course of business. The amount advanced takes into consideration thecash requirements of Supreme Imports and the working capital cycle.
The bank term loan is made up of £12,500,000 repayable in quarterly instalments of £781,000 over a5 year term, and £7,500,000 repaid on maturity. Interest is charged at a rate of 5% over LIBOR. Thebank loan is secured by way of a fixed and floating charge over all assets.
There are three principal covenants attached to the Senior Facilities. These are tested quarterly andinclude gross leverage, cash flow and interest cover.
22. Leases
Amounts recognised in the Statement of Financial Position
The balance sheet shows the following amounts relating to leases:
£’000
Right-of-use assetsBalance at 1 April 2017 206New leases recognised in the year 954Depreciation charge for the year (167) ————Balance at 31 March 2018 993New leases recognised in the year 1,481Depreciation charge for the year (460) ————Balance at 31 March 2019 2,014 ————The net book value of the right of use assets is made up as follows:
As at As at 31 March 31 March 2018 2019 £’000 £’000
Buildings 867 1,859Cars 126 155 ———— ———— 993 2,014 ———— ————These are included within “Property, plant and equipment” in the Statement of Financial Position.
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As at As at 31 March 31 March 2018 2019 £’000 £’000Lease liabilitiesMaturity analysis – contractual undiscounted cash flowsLess than one year 280 579More than one year, less than two years 232 559More than two years, less than three years 194 559More than three years, less than four years 190 535More than four years, less than five years 174 60More than five years – – ———— ————Total undiscounted lease liabilities at year end 1,070 2,292Finance costs (106) (215) ———— ————Total discounted lease liabilities at year end 964 2,077 ———— ————Lease liabilities included in the statement of financial positionCurrent 240 488Non-current 724 1,589 ———— ———— 964 2,077 ———— ————Amounts recognised in the Statement of Comprehensive Income
The Income Statement shows the following amounts relating to leases:
Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Depreciation charge – Buildings 124 390Depreciation charge – Cars 43 70 ———— ———— 167 460 ———— ————Interest expense (within finance expense) 13 84 ———— ————23. Financial instruments
Supreme Imports is exposed to the risks that arise from its financial instruments. The policies formanaging those risks and the methods to measure them are described in Notes 3 and 4. Furtherquantitative information in respect of these risks is presented below and throughout this HistoricalFinancial Information.
23.1 Capital risk management
Details of Supreme Imports’ capital are shown in Note 24, as well as in the Statement of Changesin Equity.
23.2 Market risk
Competitive pressures remain a principal risk for Supreme Imports. The risk is managed throughfocus on quality of product and service levels, coupled with continuous development of newproducts to offer uniqueness to the customer. Furthermore, Supreme Imports’ focus on offeringits customers a branded product range provides some protection to its competitive position in themarket. Stock obsolescence risk is managed through closely monitoring slow moving lines andprompt action to manage such lines through the various distribution channels available toSupreme Imports.
In addition, Supreme Imports’ operations expose it to a variety of financial risks that include pricerisk, credit risk, liquidity risk, foreign currency risk and interest rate cash flow risk. SupremeImports has in place a risk management programme that seeks to limit the adverse effects on the
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financial performance of Supreme Imports by regularly monitoring the financial risks referred toabove.
Given the size of Supreme Imports, the Directors have not delegated the responsibility ofmonitoring financial risk management to a sub-committee of the board. The policies set by theBoard are implemented by Supreme Imports’ finance department.
23.3 Credit risk
Supreme Imports’ sales are primarily made with credit terms of between 0 and 30 days, exposingSupreme Imports to the risk of non-payment by customers. Supreme Imports has implementedpolicies that require appropriate credit checks on potential customers before sales are made. Theamount of exposure to any individual counterparty is subject to a limit, which is reassessedregularly by the board. In addition, Supreme Imports maintains a suitable level of credit insuranceagainst its debtor book. The maximum exposure to credit risk is £2,500 per individual customer,being the insurance excess.
An analysis of past due but not impaired trade receivables is given in Note 18.
23.4 Liquidity risk management
Supreme Imports is funded by external banking facilities provided by HSBC. Within thesefacilities, Supreme Imports actively maintains a mixture of long-term and short-term debt financethat is designed to ensure Supreme Imports has sufficient available funds for operations andplanned expansions. This is monitored on a monthly basis, including re-forecasts of theborrowings required.
23.5 Foreign currency risk management
Supreme Imports’ activities expose it to the financial risks of changes in foreign currencyexchange rates. Supreme Imports’ exposure to foreign currency risk is partially hedged by virtueof invoicing a proportion of its turnover in US Dollars. When necessary, Supreme Imports usesforeign exchange forward contracts to further mitigate this exposure.
The following is a note of the assets and liabilities denominated at each year end in US dollars:
As at As at 31 March 31 March 2018 2019 £’000 £’000
Trade receivables 350 444Net cash and overdrafts 6,334 957Supply chain facility – (1,147)Trade payables 930 472
———— ———— 7,614 726 ———— ————The effect of a 20% strengthening of Pound Sterling at 31 March 2019 on the foreigndenominated financial instruments carried at that date would, all variables held constant, haveresulted in a decrease to total comprehensive income for the year and a decrease to net assetsof £121,000 (2018: £1,269,000 decrease). A 20% weakening of the exchange rate on the samebasis, would have resulted in an increase to total comprehensive income and an increase to netassets of £181,000 (2018: £1,904,000 increase).
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The following is a note of the assets and liabilities denominated at each year end in Euros:
As at As at 31 March 31 March 2018 2019 £’000 £’000
Trade receivables 114 253Net cash and overdrafts 94 1Trade payables (190) (406)
———— ———— 18 (152) ———— ————The effect of a 20% strengthening of Pound Sterling at 31 March 2019 on the foreigndenominated financial instruments carried at that date would, all variables held constant, haveresulted in an increase to total comprehensive income for the year and an increase to net assetsof £25,000 (2018: £3,000 decrease). A 20% weakening of the exchange rate on the same basis,would have resulted in a decrease to total comprehensive income and a decrease to net assetsof £38,000 (2018: £4,000 increase).
Derivative financial instruments – Forward contracts
Supreme Imports mitigates the exchange rate risk for certain foreign currency trade debtors andcreditors by entering into forward currency contracts. Supreme Imports’ forex policy is topurchase forward contracts to mitigate changes in spot rates, based on the timing of purchasesto be made. Management forecast the timing of purchases and make assumptions relating to theexchange rate at which Supreme Imports costs its products and take out forward contracts tomitigate fluctuations to an acceptable level. At 31 March 2019, the outstanding contracts maturebetween 1 and 12 months of the year end, (2018: 0 and 16 months). At 31 March 2019 SupremeImports was committed to buy $12,709,605 (2018: $16,983,340) and sell $nil (2018: $nil) in thenext financial year.
The forward currency contracts are measured at fair value using the relevant exchange rates forGBP:USD and GBP:EUR. The fair value of the contracts at 31 March 2019 is a liability of £nil(2018: £778,000 liability). During the year ended 31 March 2019, a loss of £nil (2018: £627,000loss) was recognised in cost of sales for changes in the fair value of the forward foreign currencycontracts.
Forward currency contracts are valued using level 2 inputs. The valuations are calculated usingthe year end exchange rates for the relevant currencies which are observable quoted values atthe year-end dates. Valuations are determined using the hypothetical derivative method whichvalues the contracts based on the changes in the future cashflows based on the change in valueof the underlying derivative.
23.6 Interest rate cash flow risk
Supreme Imports’ interest bearing liabilities relate to its variable rate banking facilities. SupremeImports has a policy of keeping the rates associated with funding under review in order to reactto any adverse changes in the marketplace that would impact on the interest rates in place. Theeffect of a 1% increase in interest rates would have resulted in a decrease in net assets of£207,000 (2018: £167,000 decrease).
23.7 Price risk
Supreme Imports’ profitability is affected by price fluctuations in the sourcing of its products.Supreme Imports continually monitors the price and availability of materials but the costs ofmanaging the exposure to price risk exceed any potential benefits given the extensive range ofproducts and suppliers. The Directors will revisit the appropriateness of this policy shouldSupreme Imports’ operations change in size or nature.
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23.8 Maturity of financial assets and liabilities
All of Supreme Imports’ non-derivative financial liabilities and its financial assets at the reportingdate are either payable or receivable within one year, except for borrowings as disclosed inNote 21.
23.9 Summary of financial assets and liabilities by category
The carrying amount of financial assets and liabilities recognised may also be categorised asfollows:
As at As at 31 March 31 March 2018 2019 £’000 £’000
Financial assetsFinancial assets measured at amortised costTrade and other receivables 12,254 13,268Cash and cash equivalents 9,123 1,694
———— ———— 21,377 14,962Financial liabilitiesFinancial liabilities measured at amortised costNon-current:Borrowings (724) (18,008)Current:Borrowings (16,952) (4,799)Trade and other payables (3,918) (4,241)Accruals (3,129) (2,645)
———— ———— (24,723) (29,693)
Financial liabilities measured at fair value through profit and lossDerivative financial instruments (778) –
———— ———— (778) –
———— ————Net financial assets and liabilities (4,124) (14,731)Non-financial assets and liabilitiesPlant, property and equipment 2,704 2,808Right of use assets 993 2,014Goodwill and other intangible assets 345 768Investments 60 60Inventory 11,786 15,033Prepayments and accrued income 222 773Deferred tax (liability)/asset (46) 31Other taxation and social security (838) (625)Current tax asset 53 –Current tax liability (1,085) (1,953)
———— ———— 14,194 18,909
———— ————Total deficit 10,070 4,178 ———— ————
24. Share capital As at As at 31 March 31 March 2018 2019 £ £
Ordinary shares of £1 10 10 ———— ————
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Number of shares authorised and in issue As at As at 31 March 31 March 2018 2019 No. No.
Ordinary shares of £1 10 10 ———— ————
Rights of share capital
Ordinary shares carry rights to dividends and other distributions from Supreme Imports as well ascarrying voting rights.
Dividends
Dividends of £16,288,000 (2018: £7,711,000) were declared in the year. This amounted to £1,628,800per share (2018: £771,100).
25. Ultimate controlling party
At the year-end, the parent company was Supreme Limited, which is under the ultimate control ofSandy Chadha due to his shareholding in that company.
26. Other financial commitments
See note 23.5 or details of the financial commitments under US dollar forward exchange contracts.
27. Related party transactions
27.1 Remuneration of key personnel
Remuneration of key management personnel, considered to be the Directors of Supreme Importsand members of the senior management team is as follows:
Year Ended Year Ended 31 March 31 March 2018 2019 £’000 £’000
Short-term employee benefits 415 362Post-employment benefits 11 13
———— ————Total compensation 426 375 ———— ————
27.2 Transactions and balances with key personnel As at As at 31 March 31 March 2018 2019 £’000 £’000
Loan balances with Directors:Balance outstanding from director 321 672 ———— ————The above balance as at 31 March 2018 was repaid in the year ended 31 March 2019 throughthe payment of a dividend. Total dividends declared were £16,288,000, of which £321,000 wasallocated to the Directors loan account and £15,967,000 was paid in cash.
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27.3 Transactions and balances with related companies and businesses Year Ended/ Year Ended/ As at As at 31 March 31 March 2018 2019 £’000 £’000
Transactions with related companies:Rent paid to Chadha Properties Limited 180 180Interest charged to Nash Peters Limited – 76Loans provided to Nash Peters Limited – 31 ———— ————Balances with related companies:Amounts owed by Nash Peters Limited 1,584 1,616Amounts owed by SI Jersey Limited 153 –Amounts owed to SI Jersey Limited (74) (74) ———— ————The above companies are related due to common control and Directors.
Amounts owed by Nash Peters Limited are due for repayment on demand and interest is chargedon the outstanding balance at a rate of 5%.
28. Analysis and reconciliation of net debt Other 1 April non-cash 31 March 2017 Acquisitions changes Cashflow 2018 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 1,879 7 – 7,237 9,123Current borrowings (1,292) – (294) (15,366) (16,952)Non-current borrowings (2,030) – (673) 1,979 (724) ———— ———— ———— ———— ————Net debt (1,443) 7 (967) (6,150) (8,553) ———— ———— ———— ———— ———— Other 1 April non-cash 31 March 2018 Acquisitions changes Cashflow 2019 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 9,123 – – (7,429) 1,694Current borrowings (16,952) – (700) 12,853 (4,799)Non-current borrowings (724) – (865) (16,419) (18,008) ———— ———— ———— ———— ————Net debt (8,553) – (1,565) (10,995) (21,113) ———— ———— ———— ———— ————29. Post balance date events
Following the year end, Supreme Imports Limited acquired 100% of the share capital of GT DivisionsLimited for consideration of £1,071,000. The book value of the assets acquired was £121,000. Thecompany is in the process of performing a detailed PPA exercise including calculation of the fair valuesof the assets acquired following which the intangible asset of £950,000 will be allocated amongst theacquired intangibles, expected to be brand, customer relationships, other intangibles, and goodwill.
On 22 October 2020, an accident took place in the manufacturing facility at VN Labs Limited, asubsidiary of the Company, that resulted in a machine operator being injured. The Companyimmediately contacted the Health & Safety Executive (Britain’s national regulator for workplace health& safety) who are now undertaking an investigation. The Company continues to make all resourcesavailable to the HSE and will co-operate until the matter is concluded. There is not expected to be anymaterial financial impact on the Company.
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30. Reconciliation from UK GAAP to IFRS
From 1 April 2017 Supreme Imports has adopted International Financial Reporting Standards (IFRS) inthe preparation of this Historical Financial Information, other than as noted under ‘Basis of Preparation’in Note 1. The main items contributing to the change in financial information compared with thatreported under UK GAAP as at the transition date are shown below. There were no other accountingpolicy changes other than the impact of the below items.
IFRS 16 – Leases
As explained in accounting policy 2.9 Supreme Imports has adopted IFRS 16. This has resulted in therecognition of a right of use asset and liability on the statement of financial position. The statement ofcomprehensive income has been adjusted to remove the rent expense and replace it with depreciationcharged on the right of use asset and interest accrued on the right of use liability.
IFRS 3 – Business Combinations
In accordance with the requirements of IFRS 3, Business Combinations, goodwill generated as part ofan acquisition is not amortised, instead being reviewed annually for indicators of impairment.Consequently, the net book value of goodwill is frozen as at the value at 1 April 2017.
The figures included as previously reported have been re-presented to better reflect the nature ofcertain items within the financial statements as follows:
IAS 12 – Income taxes
In accordance with IAS 12 deferred tax assets are disclosed as non-current.
Reclasses
Supreme Imports has adjusted certain costs which did not directly relate to the cost of product to bepresented in administration expenses rather than cost of sales.
STATEMENT OF CASH FLOWS
As a result of IFRS 16 lease payments, which were previously recorded in the statement ofcomprehensive income as a rent expense, are now shown on the statement of cash flows asdepreciation and finance costs within net cash from operations, and lease payments within net cashused in financing activities.
There are no other material differences between the cashflow statement presented under IFRS and thatpresented under UK GAAP.
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STATEMENT OF COMPREHENSIVE INCOME RECONCILIATIONS As previously reported Under IFRS Year Ended Year Ended 31 March 31 March 2018 IFRS 16 IFRS 3 Reclasses 2018 £’000 £’000 £’000 £’000 £’000
Revenue 72,854 – – – 72,854Cost of sales (58,228) – – 148 (58,080) ———— ———— ———— ———— ————Gross profit 14,626 – – 148 14,774Administrationexpenses (8,846) 33 39 (148) (8,922)
———— ———— ———— ———— ————Operating profit 5,780 33 39 – 5,852
Adjusted earningsbefore tax,depreciation,amortisation andexceptional items 7,499 200 – – 7,699
Depreciation (400) (167) – – (567)Amortisation (46) – 39 – (7)Exceptional items (953) – – – (953)Net loss fromtransactions innon-hedgingforeign exchangederivative contracts (320) – – – (320)
Operating profit 5,780 33 39 – 5,852Finance income – – – – –Finance costs (372) (13) – – (385) ———— ———— ———— ———— ————Profit before taxation 5,408 20 39 – 5,467Income tax (1,095) – – – (1,095) ———— ———— ———— ———— ————Profit for the year 4,313 20 39 – 4,372
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STATEMENT OF COMPREHENSIVE INCOME RECONCILIATIONS As previously reported Under IFRS Year Ended Year Ended 31 March 31 March 2019 IFRS 16 IFRS 3 Reclasses 2019 £’000 £’000 £’000 £’000 £’000
Revenue 80,150 – – – 80,150Cost of sales (58,539) – – 1,076 (57,463) ———— ———— ———— ———— ————Gross profit 21,611 – – 1,076 22,687Administration expenses (8,385) (8) 66 (1,076) (9,403) ———— ———— ———— ———— ————Operating profit 13,226 (8) 66 – 13,284
Adjusted earningsbefore tax,depreciation,amortisation andexceptional items 14,383 452 – – 14,835
Depreciation (709) (460) – – (1,169)Amortisation (78) – 66 – (12)Exceptional items (370) – – – (370)Net loss fromtransactions innon-hedgingforeign exchangederivative contracts – – – – –
Operating profit 13,226 (8) 66 – 13,284Finance income 28 – – – 28Finance costs (515) (84) – – (599) ———— ———— ———— ———— ————Profit before taxation 12,739 (92) 66 – 12,713Income tax (2,317) – – – (2,317) ———— ———— ———— ———— ————Profit for the year 10,422 (92) 66 – 10,396
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STATEMENT OF FINANCIAL POSITION RECONCILIATIONS As previously Under IFRS reported at as at 1 April 2017 IFRS 16 IFRS 3 Reclasses 1 April 2017 £’000 £’000 £’000 £’000 £’000
AssetsGoodwill and otherintangibles 162 – – – 162
Property, plant andequipment 1,819 – – – 1,819
Right of use assets – 206 – – 206Investments – – – – –Deferred tax – – – 8 8 ———— ———— ———— ———— ————Total non-currentassets 1,981 206 – 8 2,195
———— ———— ———— ———— ————Current assetsInventories 8,376 – – – 8,376Trade and otherreceivables 13,224 – – (17) 13,207
Corporation taxrecoverable – – – 9 9
Cash and cashequivalents 1,879 – – – 1,879
———— ———— ———— ———— ————Total current assets 23,479 – – (8) 23,471 ———— ———— ———— ———— ————Total assets 25,460 206 – – 25,666 ———— ———— ———— ———— ————LiabilitiesCurrent liabilitiesBorrowings 1,146 146 – – 1,292Trade and otherpayables 8,935 – – (1,527) 7,408
Derivative financialinstruments – – – 151 151
Current tax – – – 1,376 1,376 ———— ———— ———— ———— ————Total currentliabilities 10,081 146 – – 10,227
———— ———— ———— ———— ————Net current assets 13,398 (146) – (8) 13,244 ———— ———— ———— ———— ————Borrowings 1,979 51 – – 2,030Deferred tax liability – – – – – ———— ———— ———— ———— ————Total non-currentliabilities 1,979 51 – – 2,030
———— ———— ———— ———— ————Total liabilities 12,060 197 – – 12,257 ———— ———— ———— ———— ————Net assets 13,400 9 – – 13,409 ———— ———— ———— ———— ————EquityShare capital – – – – –Retained earnings 13,400 9 – – 13,409 ———— ———— ———— ———— ————Total equity 13,400 9 – – 13,409 ———— ———— ———— ———— ————
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STATEMENT OF FINANCIAL POSITION RECONCILIATIONS As previously Under IFRS reported at as at 31 March 31 March 2018 IFRS 16 IFRS 3 Reclasses 2018 £’000 £’000 £’000 £’000 £’000
AssetsGoodwill and otherintangibles 306 – 39 – 345
Property, plant andequipment 2,704 – – – 2,704
Right of use assets – 993 – – 993Investments 60 – – – 60Deferred tax – – – – – ———— ———— ———— ———— ————Total non-currentassets 3,070 993 39 – 4,102
———— ———— ———— ———— ————Current assetsInventories 11,786 – – – 11,786Trade and otherreceivables 12,529 – – (53) 12,476
Corporation taxrecoverable – – – 53 53
Cash and cashequivalents 9,123 – – – 9,123
———— ———— ———— ———— ————Total current assets 33,438 – – – 33,438 ———— ———— ———— ———— ————Total assets 36,508 993 39 – 37,540 ———— ———— ———— ———— ————LiabilitiesCurrent liabilitiesBorrowings 16,712 240 – – 16,952Trade and otherpayables 9,748 – – (1,863) 7,885
Derivative financialinstruments – – – 778 778
Current tax – – – 1,085 1,085 ———— ———— ———— ———— ————Total currentliabilities 26,460 240 – – 26,700
———— ———— ———— ———— ————Net current assets 6,978 (240) – – 6,738 ———— ———— ———— ———— ————Borrowings – 724 – – 724Deferred tax liability 46 – – – 46 ———— ———— ———— ———— ————Total non-currentliabilities 46 724 – – 770
———— ———— ———— ———— ————Total liabilities 26,506 964 – – 27,470 ———— ———— ———— ———— ————Net assets 10,002 29 39 – 10,070 ———— ———— ———— ———— ————EquityShare capital – – – – –Retained earnings 10,002 29 39 – 10,070 ———— ———— ———— ———— ————Total equity 10,002 29 39 – 10,070 ———— ———— ———— ———— ————
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STATEMENT OF FINANCIAL POSITION RECONCILIATIONS As previously Under IFRS reported at as at 31 March 31 March 2019 IFRS 16 IFRS 3 Reclasses 2019 £’000 £’000 £’000 £’000 £’000
AssetsGoodwill and otherintangibles 663 – 105 – 768
Property, plant andequipment 2,808 – – – 2,808
Right of use assets – 2,014 – – 2,014Investments 60 – – – 60Deferred tax – – – 31 31 ———— ———— ———— ———— ————Total non-currentassets 3,531 2,014 105 31 5,681
———— ———— ———— ———— ————Current assetsInventories 15,033 – – – 15,033Trade and otherreceivables 14,072 – – (31) 14,041
Corporation taxrecoverable – – – – –
Cash and cashequivalents 1,694 – – – 1,694
———— ———— ———— ———— ————Total current assets 30,799 – – (31) 30,768 ———— ———— ———— ———— ————Total assets 34,330 2,014 105 – 36,449 ———— ———— ———— ———— ————LiabilitiesCurrent liabilitiesBorrowings 4,311 488 – – 4,799Trade and otherpayables 9,464 – – (1,953) 7,511
Derivative financialinstruments – – – – –
Current tax – – – 1,953 1,953 ———— ———— ———— ———— ————Total currentliabilities 13,775 488 – – 14,263
———— ———— ———— ———— ————Net current assets 17,024 (488) – (31) 16,505 ———— ———— ———— ———— ————Borrowings 16,419 1,589 – – 18,008Deferred tax liability – – – – – ———— ———— ———— ———— ————Total non-currentliabilities 16,419 1,589 – – 18,008
———— ———— ———— ———— ————Total liabilities 30,194 2,077 – – 32,271 ———— ———— ———— ———— ————Net assets 4,136 (63) 105 – 4,178 ———— ———— ———— ———— ————EquityShare capital – – – – –Retained earnings 4,136 (63) 105 – 4,178 ———— ———— ———— ———— ————Total equity 4,136 (63) 105 – 4,178 ———— ———— ———— ———— ————
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PART VI
UNAUDITED INTERIM FINANCIAL INFORMATION OF THE GROUP
SECTION A: ACCOUNTANT’S REPORT ON THE UNAUDITED INTERIM FINANCIALINFORMATION OF THE GROUP
BDO LLP
3 Hardman Street
Manchester
M3 3AT
The Directors
Supreme plc
4 Beacon Road
Ashburton Park
Trafford Park
Manchester
M17 1AF
Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG 27 January 2021
Ladies and Gentlemen
Supreme plc (the “Company”)and its subsidiary undertakings (together, the “Group”)
Introduction
We report on the interim financial information set out in Section B of Part VI. This financial information
has been prepared for inclusion in the admission document dated 27 January 2021 of the Company
(the “Admission Document”) on the basis of the accounting policies set out in note 2 to the financial
information. This report is required by paragraph (a) of Schedule Two of the AIM Rules for Companies
and is given for the purpose of complying with that paragraph and for no other purpose. We have not
audited or reviewed the financial information for the six months ended 30 September 2019 which has
been included for comparative purposes only and accordingly do not express an opinion thereon.
Responsibilities
The directors of the Company are responsible for preparing the interim financial information in
accordance with International Accounting Standard 34 ‘’Interim Financial Reporting’’, as adopted by the
European Union.
It is our responsibility to express a conclusion based on our review of the interim financial information.
Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules for
Companies to any person as and to the extent there provided to the fullest extent permitted by the law
we do not assume any responsibility and will not accept any liability to any other person for any loss
suffered by any such other person as a result of, arising out of, or in connection with this report or our
statement, required by and given solely for the purposes of complying with Schedule Two of the AIM
Rules for Companies, consenting to its inclusion in the Admission Document.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and
Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” (ISRE 2410) issued by the Financial Reporting Council for use in the United Kingdom.
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A review of interim financial information consists of making enquiries, primarily of persons responsible
for financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Our work has not been carried out in accordance with auditing or other standards and practices
generally accepted in the United States of America or other jurisdictions outside the United Kingdom
and accordingly should not be relied upon as if it had been carried out in accordance with those
standards and practices.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim
financial information for the six months ended 30 September 2020 is not prepared, in all material
respects, in accordance with International Accounting Standard 34, as adopted by the European Union.
Declaration
For the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies we are responsible
for this report as part of the Admission Document and declare that, to the best of our knowledge, the
information contained in this report is in accordance with the facts and makes no omission likely to affect
its import. This declaration is included in the Admission Document in compliance with Schedule Two of
the AIM Rules for Companies.
Yours faithfully
BDO LLPChartered Accountants
BDO LLP is a limited liability partnership registered in England and Wales (with registered number
OC305127)
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SECTION B: UNAUDITED INTERIM FINANCIAL INFORMATION OF THE GROUP
Unaudited Consolidated Statement of Comprehensive Income 6 months 6 months ended ended Year ended 30 September 30 September 31 March 2020 2019 2020 Note £’000 £’000 £’000
Revenue 3 56,336 39,533 92,329
Cost of sales (42,054) (28,106) (65,509) ———— ———— ————Gross profit 14,282 11,427 26,820Administration expenses (7,120) (5,499) (12,827) ———— ———— ————Operating profit 7,162 5,928 13,993Adjusted EBITDA1 8,398 6,955 16,209Depreciation (943) (730) (1,548)
Amortisation (51) – (25)
Exceptional items 4 (242) (297) (643)
Operating profit 7,162 5,928 13,993 ———— ———— ————Finance income – – 3
Finance costs (374) (410) (783) ———— ———— ————Profit before taxation 6,788 5,518 13,213Income tax 5 (1,341) (981) (2,318) ———— ———— ————Profit for the period/year 5,447 4,537 10,895 ———— ———— ————Other comprehensive incomeCurrency translation differences 56 – (9) ———— ———— ————
Total comprehensive income forthe period/year 5,503 4,537 10,886
———— ———— ————Earnings per share – basic 6 £0.05 £0.04 £0.10
Earnings per share – diluted 6 £0.05 £0.04 £0.10
———— ———— ————Note 1: Adjusted EBITDA, which is defined as profit before finance income, finance costs, tax, depreciation, amortisation, andexceptional items is a non-GAAP metric used by management and is not an IFRS disclosure.
All results derive from continuing operations.
133
Unaudited Consolidated Statement of Financial Position As at As at As at 30 September 30 September 31 March 2020 2019 2020 £’000 £’000 £’000
AssetsGoodwill and other intangibles 1,852 770 1,778
Property, plant and equipment 3,516 3,270 3,458
Right of use asset 1,239 1,753 1,495
Investments 7 60 7 ———— ———— ————Total non-current assets 6,614 5,853 6,738 ———— ———— ————
Current assetsInventories 19,799 14,805 14,458
Trade and other receivables 22,445 15,583 16,739
Derivative financial instruments – – 209
Income tax recoverable – – 9
Cash and cash equivalents 3,494 2,910 6,718 ———— ———— ————Total current assets 45,738 33,298 38,133 ———— ———— ————Total assets 52,352 39,151 44,871 ———— ———— ————
LiabilitiesCurrent liabilitiesBorrowings 7,209 7,464 7,181
Trade and other payables 19,163 5,854 13,682
Income tax payable 2,667 3,432 2,340 ———— ———— ————Total current liabilities 29,039 16,750 23,203 ———— ———— ————Net current assets 16,699 16,548 14,930 ———— ———— ————
Borrowings 14,563 13,686 17,413
Deferred tax liability 183 – 191 ———— ———— ————Total non-current liabilities 14,746 13,686 17,604 ———— ———— ————Total liabilities 43,785 30,436 40,807 ———— ———— ————Net assets 8,567 8,715 4,064 ———— ———— ————EquityShare capital 11,001 11,001 11,001
Merger reserve (22,000) (22,000) (22,000)
Retained earnings 19,566 19,714 15,063 ———— ———— ————Total equity 8,567 8,715 4,064 ———— ———— ————
134
Unaudited Consolidated Statement of Changes in Equity Share Merger Retained Total capital reserve earnings equity £’000 £’000 £’000 £’000
As at 1 April 2019 11,001 (22,000) 15,177 4,178Profit for the year – – 10,895 10,895Other comprehensive income – – (9) (9) ———— ———— ———— ————Total comprehensive income for the year – – 10,886 10,886 ———— ———— ———— ————
Transactions with shareholders:Dividends – – (11,000) (11,000) ———— ———— ———— ————As at 31 March 2020 11,001 (22,000) 15,063 4,064 ———— ———— ———— ————As at 1 April 2019 11,001 (22,000) 15,177 4,178Profit for the period – – 4,537 4,537 ———— ———— ———— ————Total comprehensive income for the period – – 4,537 4,537 ———— ———— ———— ————As at 30 September 2019 11,001 (22,000) 19,714 8,715 ———— ———— ———— ————As at 1 April 2020 11,001 (22,000) 15,063 4,064Profit for the period – – 5,447 5,447Other comprehensive income – – 56 56 ———— ———— ———— ————Total comprehensive income for the period – – 5,503 5,503 ———— ———— ———— ————
Transactions with shareholders:Dividends – – (1,000) (1,000) ———— ———— ———— ————As at 30 September 2020 11,001 (22,000) 19,566 8,567 ———— ———— ———— ————
135
Unaudited Consolidated Statement of Cash Flows 6 months 6 months ended ended Year ended 30 September 30 September 31 March 2020 2019 2020 £’000 £’000 £’000
Net cash flow from operating activitiesProfit for the period 5,447 4,537 10,895
Adjustments for:Amortisation of intangible assets 51 – 25
Depreciation of tangible assets 943 730 1,548
Fixed asset investment written off – – 60
Finance income – – (3)
Finance costs 374 410 783
Amortisation of capitalised finance costs – – 149
Income tax expense 1,341 981 2,318
Working capital adjustments(Increase)/decrease in inventories (5,341) 228 2,472
Increase in trade and other receivables (5,441) (2,214) (942)
Decrease in trade and other payables 4,304 (2,007) 1,442
Taxation (paid)/received (1,000) 553 (1,716) ———— ———— ————Net cash (used in)/generated from operations 678 3,218 17,031 ———— ———— ————
Cash flows used in investing activitiesPurchase of intangible fixed assets (125) (2) (26)
Purchase of property, plant and equipment (745) (931) (1,655)
Purchase of subsidiaries net of cash acquired – – (3,547)
Directors loan account movement 2 (23) –
Interest received – – 3 ———— ———— ————Net cash used in investing activities (868) (956) (5,225) ———— ———— ————
Cash flows used in financing activitiesDrawdown of loans – – 6,000
Repayment of loans (2,593) (1,867) (4,066)
Drawdown of other loans – – 3,735
Payment of deferred consideration (195) – –
Dividends paid (1,000) – (11,000)
Finance costs paid (360) (384) (691)
Lease payments (283) (283) (579) ———— ———— ————Net cash used in financing activities (4,431) (2,534) (6,601) ———— ———— ————
Net decrease in cash and cash equivalents (4,621) (272) 5,205Cash and cash equivalents brought forward 6,718 1,543 1,543Foreign exchange – – (30) ———— ———— ————Cash and cash equivalents carried forward 2,097 1,271 6,718 ———— ———— ————Cash and cash equivalents 3,494 2,910 6,718
Bank overdraft (1,397) (1,639) – ———— ———— ———— 2,097 1,271 6,718
———— ———— ————
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Notes to the Unaudited Interim Financial Information
1. Basis of preparation
The interim financial information of Supreme Limited for the six months ended 30 September 2020,
which is unaudited, has been prepared in accordance with International Financial Reporting Standards
(‘IFRS’) and the accounting policies adopted by Supreme Limited and set out in Section B of Part IV to
this Admission Document. Supreme Limited does not anticipate any change in these accounting
policies for the year ending 31 March 2021.
The unaudited interim financial information has been prepared on a going concern basis under the
historical cost convention. The unaudited interim financial information is presented in pounds sterling
and all values are rounded to the nearest thousand pounds (£’000), except where otherwise indicated.
The financial information, including for the year ended 31 March 2020, does not constitute statutory
accounts for the purposes of section 434 of the Companies Act 2006. The statutory accounts for
31 March 2020 have been delivered to the Registrar of Companies. The auditors’ report on those
accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain
a statement under 498(2) or 498(3) of the Companies Act 2006.
This unaudited interim financial information presents the financial track record of Supreme Limited for
the interim periods ended 30 September 2019 and 2020 and is prepared for the purposes of admission
to AIM, a market operated by the London Stock Exchange. This unaudited interim financial information
has been prepared in accordance with the requirements of the AIM Rules for Companies, IAS 34
“Interim Financial Reporting” and in accordance with this basis of preparation summarised above.
2. Summary of significant accounting policies
The principal accounting policies adopted are set out in this Section B of Part VI to this Admission
Document except as follows:
2.1 Taxation
Taxes on income in the interim periods are accrued using management’s best estimate of the
weighted average annual tax rate that would be applicable to expected total annual earnings.
3. Segmental analysis
The Chief Operating Decision Maker (“CODM”) has been identified as the Board of Directors. The
Board reviews the Company’s internal reporting in order to assess performance and allocate resources.
No balance sheet analysis is available by segment or reviewed by the CODM. The Board has
determined that the operating segments, based on these reports, are the sale of:
• batteries;
• lighting;
• vaping;
• sports nutrition & wellness; and
• branded household consumer goods.
137
Branded 6 months Sports household ended 30 nutrition consumer September Batteries Lighting Vaping & wellness goods 2020 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 14,760 11,109 19,189 2,177 9,101 56,336
Cost of sales (13,435) (7,745) (12,084) (1,280) (8,086) (42,630) ———— ———— ———— ———— ———— ————
Gross profit beforeforeign exchange 1,325 3,364 7,105 897 1,015 13,706
Foreign exchange 576 ————Gross profit 14,282Administration expenses (7,120) ————Operating profit 7,162Adjusted earnings beforetax, depreciation, amortisation andexceptional items 8,398
Depreciation (943)
Amortisation (51)
Exceptional items (242)
Operating profit 7,162Finance income –
Finance costs (374) ————Profit before taxation 6,788Income tax (1,341) ————Profit for the period 5,447 ————
138
Branded 6 months Sports household ended 30 nutrition consumer September Batteries Lighting Vaping & wellness goods 2019 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 14,084 10,465 12,603 2,096 285 39,533
Cost of sales (12,682) (7,270) (7,298) (1,222) (193) (28,665) ———— ———— ———— ———— ———— ————
Gross profit beforeforeign exchange 1,402 3,195 5,305 874 92 10,868
Foreign exchange 559 ————Gross profit 11,427Administration expenses (5,499) ————Operating profit 5,928
Adjusted earnings beforetax, depreciation,amortisation andexceptional items 6,955
Depreciation (730)
Amortisation –
Exceptional items (297)
Operating profit 5,928Finance income –
Finance costs (410) ————Profit before taxation 5,518Income tax (981) ————Profit for the period 4,537 ————
139
Analysis of revenue by geographical destination 6 months 6 months ended ended 30 September 30 September 2020 2019 £’000 £’000
United Kingdom 51,763 34,660
Rest of Europe 4,008 4,256
Rest of the World 565 617 ———— ———— 56,336 39,533
———— ————The above revenues are all generated from contracts with customers and are recognised at a point in
time. All assets of the Group reside in the UK.
4. Exceptional costs and non-recurring items 6 months 6 months ended ended 30 September 30 September 2020 2019 £’000 £’000
Transaction related costs 40 –
Refinancing costs 74 –
Restructuring costs 128 297 ———— ———— 242 297
———— ————Transaction related costs represent adviser fees for IPO services performed to date.
Refinancing costs represent the amortisation of arrangement and associate adviser fees incurred in
obtaining the HSBC Senior Debt in FY19 and FY20. Total costs of £744,000 will be amortised over
5 years.
Restructuring costs comprise redundancy costs for 18 employees following the acquisition of LED Hut
in FY19 and wider restructuring within the Group that took place thereafter.
5. Taxation
The income tax expense for the half year ended 30 September 2020 is based upon management’s best
estimate of the weighted average annual tax rate expected for the full year ending 31 March 2021. The
income tax expense is marginally higher than the standard rate of 19% predominantly due to
disallowable expenses.
6. Earnings per share
Basic earnings per share is calculated by dividing the net income for the year attributable to ordinary
equity holders after tax by the weighted average number of ordinary shares outstanding during the
period.
Diluted earnings per share is calculated with reference to the weighted average number of shares
adjusted for the impact of dilutive instruments in issue. For the purposes of this calculation an estimate
has been made for the share price in order to calculate the number of dilutive share options.
140
The basic and diluted calculations are based on the following:
6 months 6 months ended ended 30 September 30 September 2020 2019 £’000 £’000
Profit for the period after tax 5,447 4,537
––––––––––– ––––––––––– No. No.
Weighted average number of shares for the purposes of
basic earnings per share 110,005,000 110,005,000
Weighted average dilutive effect of conditional share awards 1,256,158 1,256,158 ––––––––––– –––––––––––
Weighted average number of shares for the purposes of
diluted earnings per share 111,261,158 111,261,158
––––––––––– ––––––––––– £ £
Basic profit per share 0.05 0.04
Diluted profit per share 0.05 0.04
––––––––––– –––––––––––7. Financial instruments
The fair values of all financial instruments included in the statement of financial position are a
reasonable approximation of their carrying values.
8. Dividends
Dividends of £1,000,000 were declared in the 6 months ended 30 September 2020 (2019: £nil). This
amounted to £0.01 per share (2019: £nil).
9. Post balance date events
Following the year end, Supreme Imports Limited acquired 100% of the share capital of GT Divisions
Limited for consideration of £1,071,000. The book value of the assets acquired was £121,000. The
company is in the process of performing a detailed PPA exercise including calculation of the fair values
of the assets acquired following which the intangible asset of £950,000 will be allocated amongst the
acquired intangibles, expected to be brand, customer relationships, other intangibles, and goodwill.
On 22 October 2020, an accident took place in the manufacturing facility at VN Labs Limited, a
subsidiary of Supreme Limited, that resulted in a machine operator being injured. The Company
immediately contacted the Health & Safety Executive (Britain’s national regulator for workplace health
& safety) who are now undertaking an investigation. The Company continues to make all resources
available to the HSE and will co-operate until the matter is concluded. There is not expected to be any
material financial impact on the Company.
On 28 October 2020 the Company reregistered as a public company, under the name of Supreme plc.
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PART VII
UNAUDITED PRO FORMA STATEMENT OFNET ASSETS OF THE GROUP
The unaudited pro forma statement of net assets set out below has been prepared by the Directors to
illustrate the effect on the Company’s net assets of the Placing proceeds (‘Proceeds’) and the
repayment of existing debt as if they had taken place on 30 September 2020.
The unaudited pro forma statement of net assets is based on the consolidated statement of financial
position of the Company as at 30 September 2020 and compiled on the basis set out in the notes below.
The unaudited pro forma statement of net assets has been prepared for illustrative purposes only and
illustrates the impact of the Proceeds and the repayment of existing debt as if they had been undertaken
at a hypothetical earlier date. As a result, the hypothetical financial position included in the unaudited
pro forma statement of net assets may differ from the Company’s actual financial position or results.
Prospective investors should read the whole of this Document and not rely solely on the summarised
financial information contained in this Part VII.
Adjustments
The Net Group’s proceeds of consolidated the primary Repayments net assets placing of existing as at receivable bank Pro forma 30 September by the and other consolidated 2020 Company borrowings net assets Note 1 Note 2 Note 3
£’000 £’000 £’000 £’000
AssetsGoodwill and other intangibles 1,852 – – 1,852
Property, plant and equipment 3,516 – – 3,516
Right of use asset 1,239 – – 1,239
Investments 7 – – 7 –––––––– –––––––– –––––––– ––––––––Total non-current assets 6,614 – – 6,614 –––––––– –––––––– –––––––– ––––––––
Current assetsInventories 19,799 – – 19,799
Trade and other receivables 22,445 – – 22,445
Cash and cash equivalents 3,494 5,579 (7,500) 1,573 –––––––– –––––––– –––––––– ––––––––Total current assets 45,738 5,579 (7,500) 43,817 –––––––– –––––––– –––––––– ––––––––Total assets 52,352 5,579 (7,500) 50,431 –––––––– –––––––– –––––––– ––––––––
LiabilitiesCurrent liabilitiesBorrowings 7,209 – – 7,209
Trade and other payables 19,163 – – 19,163
Income tax payable 2,667 – – 2,667 –––––––– –––––––– –––––––– ––––––––Total current liabilities 29,039 – – 29,039 –––––––– –––––––– –––––––– ––––––––Net current assets 16,699 5,579 (7,500) 14,778 –––––––– –––––––– –––––––– ––––––––
142
Adjustments
The Net Group’s proceeds of consolidated the primary Repayments net assets placing of existing as at receivable bank Pro forma 30 September by the and other consolidated 2020 Company borrowings net assets Note 1 Note 2 Note 3
£’000 £’000 £’000 £’000
Borrowings 14,563 – (7,500) 7,063
Deferred tax liability 183 – – 183 –––––––– –––––––– –––––––– ––––––––Total non-current liabilities 14,746 – (7,500) 7,246 –––––––– –––––––– –––––––– ––––––––Total liabilities 43,785 – (7,500) 36,285 –––––––– –––––––– –––––––– ––––––––Net assets 8,567 5,579 – 14,146 –––––––– –––––––– –––––––– ––––––––Explanatory notes to the Pro Forma Statement of Net Assets
1. The net assets of the Company as at 30 September 2020 have been extracted without
adjustment from the interim historical financial information contained in Section B of Part VI of
this document.
2. The adjustment represents the receipt by the Company of the net primary proceeds from the
Placing of £5,579,000, which comprises gross proceeds from the primary Placing of £7.5 million
through the issue of new ordinary shares less the fees and expenses of the Placing expected to
be approximately £1,921,000 (net of recoverable VAT). The costs attributable to the issue of new
ordinary shares will be deducted from share premium and the other costs attributable to the
Admission will be expensed.
3. This adjustment in this column reflects the repayment of bank loans of £7.5 million.
No account has been taken of trading results, cash movements, or other transactions undertaken by
the Group since 30 September 2020 nor of any other event save as disclosed above.
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PART VIII
TERMS AND CONDITIONS OF THE PLACING
The terms and conditions set out in this document (the “Terms and Conditions”) do not constitute anoffer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to
acquire, underwrite or dispose of, any Shares or other securities of the Company to any person in any
jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction.
Persons who seek to participate in the Placing must inform themselves about and observe any such
restrictions and must be persons who are able to lawfully receive this document in their jurisdiction (all
such persons being “Relevant Persons”).
Members of the public are not eligible to take part in the Placing. Prospective investors must inform
themselves as to: (a) the legal requirements within their own countries for the purchase, holding,
transfer, redemption or other disposal of the Shares; (b) any foreign exchange restrictions applicable to
the purchase, holding, transfer, redemption or other disposal of the Shares which they might encounter;
and (c) the income and other tax consequences which may apply in their own countries as a result of
the purchase, holding, transfer, redemption or other disposal of the Shares. This document (including
these Terms and Conditions) does not constitute an offer to sell, or the solicitation of an offer to acquire
or subscribe for, Shares in any jurisdiction where such offer or solicitation is unlawful or would impose
any unfulfilled registration, qualification, publication or approval requirements on the Company or
Berenberg.
The Shares have not been, and will not be, registered under the US Securities Act 1933, as amended
(“US Securities Act”), or the securities laws of any State or other jurisdiction of the United States. TheShares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to
an exemption from, or a transaction not subject to, the registration requirements of the US Securities
Act). No public offering of the Shares is being made in the United States. The Shares are being offered
and sold only outside the United States in “offshore transactions” within the meaning of, and in reliance
on, Regulation S. The Shares have not been approved or disapproved by the United States Securities
and Exchange Commission, any state securities commission in the United States or any other
regulatory authority in the United States, nor have any of the foregoing authorities passed on or
endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this
document (including these Terms and Conditions). Any representation to the contrary is a criminal
offence in the United States.
The offer and sale of Shares has not been and will not be registered under the applicable securities
laws of Canada, Australia, Japan, New Zealand or South Africa. Subject to certain exemptions, the
Shares may not be offered to or sold within Canada, Australia, Japan, South Africa or New Zealand or
to any national, resident or citizen of Canada, Australia, Japan, South Africa or New Zealand.
In the United Kingdom, this document (including these Terms and Conditions) is being distributed to,
and is directed only at “qualified investors” (as defined in the Prospectus Regulation (as defined below))
who are (i) persons having professional experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”), and/or (ii) high net worth bodiescorporate, unincorporated associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it is otherwise lawful to distribute this
document, and persons within the United Kingdom who receive this document (other than persons
falling within such description) should not rely on or act upon this document. Any investment activity to
which this document relates is available only to and will be engaged in only with such persons.
In relation to each member state of the European Economic Area (each, a “Relevant Member State”),no Shares have been offered, or will be offered, pursuant to the Placing to the public in that Relevant
Member State prior to the publication of a prospectus in relation to the Shares which has been approved
by the competent authority in that Relevant Member State, all in accordance with the Prospectus
Regulation, except that offers of Shares to the public may be made at any time under the following
exemptions under the Prospectus Regulation:
A. to any legal entity which is a “qualified investor” (as defined in the Prospectus Regulation);
144
B. to fewer than 150, natural or legal persons (other than “qualified investors”) in such Relevant
Member State; or
C. in any other circumstances falling within Article 4(2) of the Prospectus Regulation,
provided that no such offer of Shares shall result in a requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation or any measure implementing the Prospectus
Regulation in a Relevant Member State and each person who initially acquires any Shares or to whom
any offer is made under the Placing will be deemed to have represented, acknowledged and agreed
that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. For the
purposes of this provision, the expression “an offer to the public” in relation to any offer of Shares in any
Relevant Member State means a communication in any form and by any means presenting sufficient
information on the terms of the offer and any Shares to be offered so as to enable an investor to decide
to purchase or subscribe for the Shares, as the same may be varied in that Relevant Member State by
any measure implementing the Prospectus Regulation In that Relevant Member State and the
expression the “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended), to theextent implemented in the Relevant Member State and includes any relevant Implementing measure in
each Relevant Member State.
These Terms and Conditions apply to persons who are invited to and who choose to purchase Placing
Shares in the Placing (each a “Placee”). Each Placee hereby agrees with Berenberg to be legally andirrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the
Placing Shares will be acquired in the Placing.
Acceptance of any offer incorporating the Terms and Conditions (whether orally or in writing or
evidenced by way of a contract note) will constitute a binding irrevocable commitment by a Placee,
subject to the Terms and Conditions set out below, to subscribe and pay for the relevant number of
Placing Shares (the “Placing Participation”). Such commitment is not capable of termination orrescission by the Placees in any circumstances except fraud. All such obligations are entered into by
the Placees with Berenberg in its capacity as agent for the Company and are therefore directly
enforceable by the Company.
In the event that Berenberg has procured acceptances from Placees in connection with the Placing prior
to the date of the despatch of this document to a Placee, Berenberg will, prior to Admission, request
confirmation from any such Placee that its Placing Participation as agreed in any earlier commitment
remains firm and binding upon the Terms and Conditions of this document and referable to the contents
of this document of which these Terms and Conditions form part. Upon such confirmation being given
(whether orally, in writing or by conduct (including, without limitation, by receipt of the relevant placing
proceeds by Berenberg)) any agreement made in respect of the Placing Shares shall be varied,
amended and/or ratified in accordance with the Terms and Conditions and based upon this document
and no reliance may be placed by a Placee on any earlier version of this document.
Terms of the Placing
Application has been made to the London Stock Exchange for the admission of the Placing Shares to
trading on AIM. Except as otherwise set forth herein, it is anticipated that dealings in the Placing Shares
will commence on AIM at 8.00 a.m. on 1 February 2021 for normal account settlement and that
Admission will become effective on that date. The Placing Shares will not be admitted to trading on any
stock exchange other than AIM. Each Placee will be deemed to have read these Terms and Conditions
in their entirety. Berenberg is acting for the Company only and no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions)
as a client in relation to the Placing and to the fullest extent permitted by law and applicable FCA rules,
neither Berenberg nor any of its affiliates will have any liability to Placees or to any person other than
the Company in respect of the Placing.
The Placing Shares will rank equally in all respects with the existing Shares of the Company on
Admission, including the right to receive dividends or other distributions declared on or after Admission,
if any.
145
Conditions
Your Placing Participation is in all respects conditional upon:
(i) the Placing Agreement becoming unconditional in all respects and not having been terminated in
accordance with its terms; and
(ii) Admission having become effective,
in each case by 1 February 2021 or such later time and/or date as the Company, Grant Thornton and
Berenberg agree, but in any event being no later than 26 February 2021.
Pursuant to the Placing Agreement, Berenberg has agreed, on behalf of and as agent for the Company
and the Selling Shareholders, to use its reasonable endeavours to procure subscribers or purchasers
for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not
being underwritten.
The Placing Agreement contains certain warranties and undertakings from the Company, the Directors
and the Selling Shareholders and certain indemnities from the Company, in each case for the benefit
of Grant Thornton and Berenberg. Grant Thornton and/or Berenberg may, in their absolute discretion,
terminate the Placing Agreement if prior to Admission, inter alia, a force majeure event occurs, there is
a breach of any of the undertakings or any fact or circumstance arises which causes a warranty to
become untrue or inaccurate in any respect. The exercise by Grant Thornton and/or Berenberg of any
right of termination or any right of waiver exercisable by Grant Thornton and/or Berenberg contained in
the Placing Agreement or under the Terms and Conditions set out herein is within the absolute
discretion of Grant Thornton and/or Berenberg (as the case may be) and neither Grant Thornton nor
Berenberg will have any liability to you whatsoever in connection with any decision to exercise, or not
exercise, any such rights.
If (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or
(ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will not proceed and all funds delivered by you to Berenberg
will be returned to you at your risk without interest, and your rights and obligations hereunder shall
cease and determine at such time and no claim shall be made by you in respect thereof.
None of the Company, the Directors, the Selling Shareholders, Grant Thornton or Berenberg owes any
fiduciary duty to any Placee in respect of the representations, warranties, undertakings or indemnities
in the Placing Agreement.
Settlement
The Company has applied for the Shares to be held in CREST and settlement of the Placing Shares
will take place in CREST.
Placing Shares will be delivered direct into your CREST account, provided payment has been made in
terms satisfactory to Berenberg and the details provided by you have provided sufficient information to
allow the CREST system to match to the CREST account specified. Placing Shares comprised in your
Placing Participation are expected to be delivered to the CREST account which you specify by
telephone to your usual sales contact at Berenberg.
If you do not provide any CREST details or if you provide insufficient CREST details to match within the
CREST system to your details, Berenberg may at its discretion deliver your Placing Participation in
certificated form provided payment has been made in terms satisfactory to Berenberg and all conditions
in relation to the Placing have been satisfied or waived.
Subject to the conditions set out above, payment in respect of your Placing Participation Is due as set
out below. You should provide your settlement details in order to enable instructions to be successfully
matched in CREST. The relevant settlement details are as follows:
CREST participant ID of Berenberg: 5KQAQ
Expected Trade date: 27 January 2021
Settlement date: 1 February 2021
ISIN code for the Placing Shares: GB00BDT89C08
Deadline for you to input instructions into CREST: 12.00 p.m. (UK time) on 29 January 2021
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In the event that the Placing Agreement does not become unconditional in all respects or is terminated,
the Placing will not proceed. Once the Placing Shares are allotted and issued, such Placing Shares will
be admitted to CREST with effect from Admission. It is expected that dealings on AIM in the Placing
Shares will commence at 8.00 a.m. on 1 February 2021.
Further Terms, Confirmations and Warranties
In accepting the Placing Participation, you make the following confirmations, acknowledgements,
warranties and/or undertakings to Grant Thornton, Berenberg and the Company and their respective
directors/agents and advisers:
1. You represent and warrant that you have read these Terms and Conditions in their entirety and
acknowledge that your participation in the Placing will be governed by the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings of these Terms
and Conditions.
2. You acknowledge and agree that your acceptance of your Placing Participation on the terms, set
out in this document and these Terms and Conditions is legally binding, irrevocable and is not
capable of termination or rescission by you in any circumstances.
3. You confirm, represent and warrant that you have not relied on, received nor requested, nor do
you have any need to receive, any prospectus, offering memorandum, listing particulars or any
other document other than this document, describing the business and affairs of the Company
which has been prepared for delivery to prospective Investors in order to assist them in making
an investment decision in respect of the Placing Shares. You further confirm, represent and
warrant that you are not relying on any information given or any representations, warranties,
agreements or undertakings (express or implied), written or oral, or statements made at any time
by the Company, Grant Thornton or Berenberg or by any subsidiary, holding company, branch or
associate of the Company, Grant Thornton or Berenberg, or any of their respective officers,
directors, agents, employees or advisers, or any other person in connection with the Placing
other than information contained in this document and neither Grant Thornton, Berenberg nor the
Company or any of their respective directors and/or employees and/or person(s) acting on behalf
of any of them shall, to the maximum extent permitted under law, have any liability (except in the
case of fraud) in respect of any such other information, representation, warranty, agreement,
undertaking or statement. You irrevocably and unconditionally waive any right you may have in
respect of such other information, representation, warranty, agreement, undertaking or
statement. You further confirm, represent and warrant that in making your application under the
Placing you will be relying solely on the information contained in this document and these Terms
and Conditions and that you have reviewed this document, including (without limitation) the
discussion of the conditions of the Placing Agreement, commission payable to Berenberg, and
the Risk Factors related to the Company, its operations and the Shares.
4. You acknowledge and agree that the content of this document is exclusively the responsibility of
the Company and its directors and neither Grant Thornton, Berenberg, nor any of their respective
directors and/or employees or any person acting on their behalf shall have any liability for any
information, representation or statement contained in this document or for any information
published by or on behalf of the Company or for any decision by you to participate in the Placing
based on any information, representation or statement contained in this document or otherwise.
5. You confirm, represent and warrant that you are sufficiently knowledgeable to understand and be
aware of the risks associated with, and other characteristics of, the Placing Shares and, among
others, of the fact that you may not be able to resell the Placing Shares except in accordance
with certain limited exemptions under applicable securities legislation and regulatory instruments.
6. You confirm, represent and warrant, if a body corporate, that you are a valid and subsisting body
corporate and have all the necessary corporate capacity and authority to execute your
obligations in connection with your Placing Participation.
7. You agree that the exercise by Grant Thornton and Berenberg of any right of termination or any
right of waiver exercisable by Grant Thornton and Berenberg contained in the Placing Agreement
or the exercise of any discretion thereunder is within the absolute discretion of Grant Thornton
and Berenberg and neither Grant Thornton nor Berenberg will have any liability to you
147
whatsoever in connection with any decision to exercise or not exercise any such rights. You
acknowledge that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where
relevant, waived) or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does
not otherwise become unconditional in all respects the Placing will lapse and your rights and
obligations hereunder shall cease and determine at such time and no claim shall be made by you
in respect thereof.
8. You acknowledge and agree that Grant Thornton and Berenberg are not acting for, and that you
do not expect Grant Thornton or Berenberg to have any duties or responsibilities towards, you
for providing protections afforded to their customers or clients under the Financial Conduct
Authority Conduct of Business Source Book or advising you with regard to your Placing
Participation and that you are not, and will not be, a customer or client of Grant Thornton or
Berenberg as defined by the Financial Conduct Authority Conduct of Business Source Book.
Likewise, Grant Thornton and Berenberg will not treat any payment by you pursuant to these
Terms and Conditions as client money governed by the Financial Conduct Authority Conduct of
Business Source Book.
9. You confirm, represent and warrant that you may lawfully acquire the Placing Shares comprising
your Placing Participation and that you have complied with and will comply with all applicable
provisions of FSMA with respect to anything done by you in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom.
10. You acknowledge and agree that your agreement with Berenberg to acquire Placing Shares
comprising your Placing Participation, whether by telephone or otherwise is a legally binding
contract entered into on the basis of and incorporating these Terms and Conditions and that any
non-contractual obligation arising therefrom will be governed by and construed in accordance
with, the laws of England and Wales to the exclusive jurisdiction of whose courts you irrevocably
submit.
11. You acknowledge and agree that time shall be of the essence as regards obligations pursuant to
these Terms and Conditions.
12. You acknowledge and agree that it is the responsibility of any person outside of the United
Kingdom wishing to subscribe for or purchase Placing Shares to satisfy himself that, in doing so,
he complies with the laws of any relevant territory in connection with such subscription or
purchase and that he obtains any requisite governmental or other consents and observes any
other applicable formalities.
13. You acknowledge and agree that the Placing Shares have not been and will not be registered
under the laws, or with any securities regulatory authority, of any province of Canada, Australia,
Japan, South Africa or New Zealand and, subject to limited exceptions, the Placing Shares may
not be offered, sold, transferred or delivered, directly or indirectly into any province of Canada,
Japan, Australia, South Africa or New Zealand or their respective territories and possessions.
14. You warrant that you have complied with all relevant laws of all relevant territories, obtained all
requisite governmental or other consents which may be required in connection with your Placing
Participation, complied with all requisite formalities and that you have not taken any action or
omitted to take any action which will or may result in Grant Thornton, Berenberg, the Company
or any of their respective directors, officers, agents, employees, affiliates or advisers acting in
breach of the legal or regulatory requirements of any territory in connection with the Placing or
your application.
15. You warrant that your acquisition of Placing Shares does not trigger, in the jurisdiction in which
you are resident or located: (i) any obligation to prepare or file a prospectus or similar document
or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the
Company; or (iii) any registration or other obligation on the part of the Company.
16. You are acting as principal and for no other person and that your acceptance of the Placing
Participation will not give any other person a contractual right to require the issue by the
Company of any Placing Shares.
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17. You warrant that in accepting your Placing Participation you are not applying for registration as,
or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to
72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986.
18. You confirm that, to the extent applicable to you, you are aware of your obligations in connection
with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime and
Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (“Money Laundering Regulations 2017”) and the Proceeds of
Crime Act 2002 and the Financial Services and Markets Act 2000 (as amended), you have
identified your clients in accordance with the Money Laundering Regulations 2017 and you have
complied fully with your obligations pursuant to those Regulations.
19. You acknowledge and agree that all times and dates in this document and these Terms and
Conditions may be subject to amendment and Berenberg shall notify you of any such
amendments.
20. You acknowledge and agree that your agreement with Berenberg to acquire Placing Shares shall
be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any of the Company or
any affiliate of Berenberg.
21. You acknowledge that any of your monies held or received by Berenberg will not be subject to
the protections conferred by the FCA’s Client Money Rules.
22. You acknowledge and agree that the Placing Shares have not been and will not be registered
under the US Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States, and are being offered and sold only outside the United States in
“offshore transactions” (as defined in Regulation S), Accordingly, the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly In or into the United States, except
pursuant to an effective registration statement under the US Securities Act or an exemption from
the registration requirements of the US Securities Act, and, in connection with any such transfer,
the Company will have the right to obtain, as a condition to transfer, a legal opinion of counsel,
in form and by counsel reasonably satisfactory to the Company, that no such US Securities Act
registration is or will be required along with appropriate certifications by the transferee as to
appropriate matters. No representation has been made as to the availability of any exemption
under the US Securities Act for the reoffer, resale, transfer or delivery of the Placing Shares.
23. You represent and warrant that you have not distributed, forwarded, transferred or otherwise
transmitted this document or any other presentation or offering materials concerning the Placing
Shares within the United States, nor will you do any of the foregoing. You understand that the
information in this document, including financial information, may be materially different from any
disclosure that would be provided in a registered offering in the United States.
24. You agree, represent and warrant as follows:
24.1 You are acquiring the Placing Shares outside the United States in an “offshore transaction”
(as defined in Regulation S);
24.2 You will not offer or sell the Placing Shares in the United States absent registration or an
exemption from registration under the US Securities Act;
24.3 You are not acquiring the Placing Shares as a result of any form of directed selling efforts
(as defined In Rule 902 under the US Securities Act); and
24.4 if you are in the United Kingdom, you are a person falling within the exemption contained
in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as amended) or falling
within one or more of the categories of persons set out in Article 19 (Investment
Professionals) or Article 49 (High net worth companies, unincorporated associations etc.)
of the FPO.
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25. In making an investment decision with respect to the Placing Shares, for yourself and on behalf
of any person for whose account you are acquiring the Placing Shares, you represent and
warrant that you have:
25.1 not relied on any representation, warranty or statement made by the Company, Grant
Thornton or Berenberg or any of their respective directors, employees, advisers, agents or
affiliates;
25.2 the ability to bear the economic risk of your investment in the Placing Shares and have no
need for liquidity with respect to your investment in the Placing Shares;
25.3 such knowledge and experience in financial and business matters that you are capable of
evaluating the merits, risks and suitability of investing in the Placing Shares, and are able
to sustain a complete loss of any investment in the Placing Shares; and
25.4 investigated independently and made your own assessment and satisfied yourself
concerning the relevant tax, legal, currency and other economic considerations relevant to
your Investment in the Placing Shares, including any federal, state and local tax
consequences, affecting you in connection with your purchase and any subsequent
disposal of the Placing Shares.
26. You acknowledge that from the point at which a request for admission to trading on AIM is made
by the Company, the Company and its financial instruments will be subject to the provisions of
MAR and that you will observe the provisions of MAR in relation to the Company’s financial
instruments, including in relation to the control of any inside information.
You acknowledge that the Company, Grant Thornton, Berenberg, any transfer agent, any distributors or
dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing
warranties, acknowledgements, representations, undertakings and agreements, and you agree to
indemnify and hold harmless the Company, Grant Thornton, Berenberg and any of their respective
officers, directors, agents, employees or advisers (the “Indemnified Persons”) from and against anyand all costs, claims losses, damages, liabilities or expenses, Including legal fees and expenses
(including any VAT thereon), which an Indemnified Person may incur by reason of, or in connection with,
any representation, warranty, acknowledgement, agreement or undertaking made herein not having
been true when made, any breach thereof or any misrepresentation.
The rights and remedies of Grant Thornton, Berenberg and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be available to them and
the exercise or partial exercise of one will not prevent the exercise of others.
You agree to be bound by the articles of association of the Company (as amended from time to time)
once the Placing Shares which you have agreed to subscribe or purchase pursuant to the Placing have
been acquired by you.
Grant Thornton, Berenberg and the Company expressly reserve the right to modify the Placing
(including, without limitation, its timetable and settlement) at any time before Admission.
You further agree that these Terms and Conditions shall survive after completion of the Placing and
Admission.
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PART IX
ADDITIONAL INFORMATION
1. Responsibility
The Company and the Directors, whose names and functions are set out in Part I of this document,accept responsibility individually and collectively for the information contained in this document. To thebest of the knowledge and belief of the Company and the Directors (who have taken all reasonable careto ensure that such is the case), the information contained in this document is in accordance with thefacts and does not omit anything likely to affect the import of such information.
2. Incorporation and general
(a) The Company was incorporated in England and Wales on 13 June 2006 under the name ofSupreme Limited with registered number 05844527 as a private company with limited liabilityunder the Companies Act 1985. The Company was re-registered as a public company on28 October 2020 under the name Supreme plc. Its registered office and its principal place ofbusiness is currently and will, following Admission, be at 4 Beacon Road, Ashburton Park,Trafford Park, Manchester, England, M17 1AF. It is domiciled in England and Wales.
(b) The Company is a public limited company and, accordingly, the liability of its members is limited.
(c) The principal legislation under which the Company was formed and operates is the CompaniesAct.
(d) The Company currently has thirteen subsidiary undertakings (all of which, save for SI Holdingsand SI Jersey Limited (which were incorporated in Jersey) and Holding Esser Affairs B.V. andAGP Trading B.V. (which were incorporated in the Netherlands), are incorporated in England andWales) of which only Supreme Imports Limited, GT Divisions Limited, Provider DistributionLimited, and VN Labs Limited are significant subsidiary undertakings, being considered by theCompany to be likely to have a significant effect on the assessment of the assets and liabilities,financial position and/or profits and losses of the Group:
Company Principal Issued share Ownership/Name number Activity capital (fully paid) Voting rights
%
05292196
04142662
04642418
VN Labs Limited 08792922
05415000
OperatingCompany
£10.00 divided into 10 ordinary shares of£1.00 each
The Company(100%)
Provider DistributionLimited
OperatingCompany
£100 divided into 45 Aordinary shares of £1.00each, 45 B ordinary sharesof £1.00 each,5 C ordinary shares of£1.00 each, and 5 Dordinary shares of £1.00each
The Company(100%)
Supreme ImportsLimited (100%)
£200.00 divided into 200 ordinary shares of£1.00 each
DormantCompany
£1.00 divided into 1 ordinary share of £1.00
OperatingCompany
Supreme ImportsLimited (100%)
Battery ForceLimited
Supreme ImportsLimited (100%)
£100.00 divided into 100 ordinary shares of£1.00
HoldingCompany
PowerQuickLimited
Supreme ImportsLimited
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Company Principal Issued share Ownership/Name number Activity capital (fully paid) Voting rights
%
10180318
09444762
(e) In addition to the subsidiary undertakings referred to above the Company has a minority interestin Elena Dolce Limited.
3. Share capital
(a) On incorporation, the issued share capital of the Company consisted of 1 ordinary share (whichwas the subscriber share) with a nominal value of £1.00. On 12 December 2017 the Companyallotted and issued 999 ordinary shares of £1.00 each to Sandy Chadha for cash at par.
(b) On 8 March 2018 the Company subdivided each of the 1,000 issued ordinary shares of £1.00each into 5 ordinary shares of £0.20 each and issued 110,000,000 ordinary shares of £0.20 eachfully paid in the capital of the Company to Sandy Chadha as consideration for the acquisition ofthe issued share capital of SI Holdings referred to in paragraph 8(e) of Part IX of this document.
(c) On 27 March 2018 the Company resolved that the issued share capital of the Company bereduced from £22,001,000 to £11,000,500 by cancelling and extinguishing capital to the extentof £0.10 on each issued fully paid up ordinary share of £0.20 each in the Company and reducingthe nominal value of each issued fully paid up ordinary share from £0.20 to £0.10 and the amountby which the share capital is so reduced be credited to a reserve. The reduction was registeredat Companies House on 11 April 2018.
(d) On 14 September 2018 the Company granted Options to employees over a total of 2,174,120Shares at an exercise price of £0.3837 per share under the EMI Scheme. On 4 January 2021 theCompany granted Options to one employee over 594,914 Shares at the same exercise priceunder an individual unapproved option agreement pursuant to a longstanding commitment. Since14 September 2018 Options over 187,704 Shares under the EMI Scheme have lapsed by reasonof the relevant employees ceasing to be employed within the Group and accordingly Options overa total of 1,986,416 Shares remain outstanding and capable of exercise under the EMI Scheme
DormantCompany
£1.00 divided into 1 ordinary share of £1.00
PowerquickLimited (100%)
Sub OHMJuice Limited
HoldingCompany
£102.00 divided into 100 ordinary shares of£1.00, 1 Ordinary A shareof £1.00 and 1 Ordinary B share of£1.00
PowerquickLimited (100%)
Holding EsserAffairs B.V.
HoldingCompany
EUR 18,000.00 Supreme 88Limited (100%)
13040585(Netherlands)
Supreme 88Limited
AGP TradingB.V.
13010955(Netherlands)
OperatingCompany
EUR 22,689.00 Holding EsserAffairs B.V.(100%)
SI Holdings(Jersey) Limited
121655(Jersey)
HoldingCompany
£170.00 divided into 170 ordinary shares of£1.00
The Company(100%)
SI JerseyLimited
117977(Jersey)
DormantCompany
£100.00 divided into 100 ordinary shares of£1.00
SI Holdings(Jersey) Limited(100%)
Supreme NomineesLimited
13012883 Holding ofshares asNominee
£1.00 divided into 1 ordinary share of £1.00
The Company(100%)
GT DivisionsLimited
07341040 OperatingCompany
£100.00 divided into 100 ordinary shares of£1.00
SupremeImports Limited(100%)
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and a total of 594,914 Shares remain outstanding and capable of exercise under the unapprovedagreement.
(e) On 7 January 2019 the Company resolved that 82,503,750 ordinary shares of £0.10 each beredesignated as A ordinary shares of £0.10 each and 27,501,250 ordinary shares of £0.10 beredesignated as B ordinary shares of £0.10 each.
(f) On 2 September 2020 the Company resolved that the existing A ordinary shares of £0.10 eachand B ordinary shares of £0.10 each be redesignated as ordinary shares of £0.10 each.
(g) The Company has invited each holder of the outstanding Options referred to in paragraph (d)above to exercise up to 35 per cent. of the Options held by him conditional on Admission. As aresult of the acceptances of those invitations a total of 897,965 Employee Shares will be issuedto Supreme Nominees Limited and sold pursuant to the Placing on behalf of the relevantemployees.
(h) Following the issue of the Employee Shares, Options over a total of 1,683,365 Shares will remainoutstanding and capable of exercise (namely 1,296,670 Shares under the EMI Scheme and386,695 Shares) under the unapproved agreement referred to in paragraph 3(d)).
(i) Save for the issue of the New Shares and the Employee Shares and save as disclosed inparagraph 3(d) and 3(h) above:
i. no share or loan capital of the Company or any of its subsidiaries is under option or agreedconditionally or unconditionally to be put under option; and
ii. there are no acquisition rights and or obligations over authorised but unissued capital oran undertaking to increase the authorised capital;
(j) Pursuant to resolutions passed by the Company on 26 January 2021, the Board has authority to:
i. allot 5,597,015 shares in the Company or to grant rights to subscribe for or to convert anysecurity into shares in the Company or grant rights to subscribe for or convert anysecurities into shares in connection with the Placing, and otherwise up to a maximumaggregate nominal value of £3,833,330 (representing approximately one third of theEnlarged Share Capital) provided that this authority shall expire at the conclusion of thenext subsequent annual general meeting of the Company or, if earlier, 15 months from thedate of the passing of the resolution unless previously renewed, varied or revoked by theCompany in general meeting and ,in the case of the Placing authority, 28 February 2021;and
ii. allot equity securities for cash pursuant to the authority of the Board conferred byparagraph 3(j)(i) as if section 561(1) of the Companies Act did not apply to any suchallotment in connection with the Placing, a rights issue of Shares (in proportion (as nearlyas may be practicable) to their respective holdings of such shares, but subject to suchexclusions or other arrangements as the Directors may deem necessary or expedient inrelation to fractional entitlements or any legal or practical problems under the laws of anyterritory, or the requirements of any regulatory body or stock exchange) and otherwise upto an aggregate nominal value of £1,165,000 (representing approximately ten per cent. ofthe Enlarged Share Capital) provided that this authority shall expire at the conclusion ofthe next annual general meeting of the Company or, if earlier, 15 months from the date ofthe passing of the resolution unless previously renewed, varied or revoked by theCompany in general meeting.
(k) Following the Placing, the Directors will be authorised to allot Shares up to an aggregate nominalamount of £3,833,330, pursuant to the authority referred to in paragraph 3(j)(i) above.
(l) Save for the allotments of the shares referred to at paragraphs 3(a) to 3(b) inclusive and 3(g)above, since incorporation no capital of the Company has been allotted for cash or for aconsideration other than cash. The Shares issued pursuant to paragraph 3(b) in exchange fornon-cash assets constituted more than 10 per cent. of the issued share capital of the Company.
153
(m) The Shares will, on Admission, rank pari passu in all respects and will rank in full for all dividendsand other distributions thereafter declared, made or paid on the ordinary share capital of theCompany. The Shares are freely transferable in accordance with the Articles of Association, moredetails of which are in paragraph 4 of this Part IX.
(n) The Shares are in registered form and will, following Admission, be capable of being held inuncertificated form. Application has been made to Euroclear, the operator of CREST, for theShares to be enabled for dealing through CREST as a participating security with effect fromAdmission. None of the Shares are being marketed or made available in whole or in part to thepublic in conjunction with the application for Admission other than pursuant to the Placing. TheNew Shares are being issued at a price of 134 pence per share, representing a premium of 124pence over the nominal value of £0.10 each. The expected issue date of the New Shares andEmployee Shares is 1 February 2021.
(o) The provisions of section 561 of the Companies Act (to the extent not disapplied pursuant tosection 570 of the Companies Act) confer on Shareholders rights of pre-emption in respect of theallotment of equity securities and sales of equity securities held in treasury which are or are tobe paid in cash, and apply to the unissued share capital of the Company to the extent notdisapplied as described in paragraph 3(j)(ii). Subject to certain limited exceptions, and savepursuant to any disapplication which is for the time being in effect, unless the approval ofShareholders in a general meeting is obtained, the Company must normally offer Shares to beissued for cash to the holders of existing Shares on a pro rata basis.
(p) The currency of the Shares is Pounds Sterling. The Shares have been created under theCompanies Act.
(q) Neither the Company nor any member of the Group has any shares not representing capital;there are no shares in the Company held by or on behalf of the Company itself or by subsidiariesof the Company; and there are no convertible securities, exchangeable securities or securitieswith warrants.
(r) No shares of the Company are currently in issue with a fixed date on which entitlement to adividend arises or a time limit after which entitlement to dividend lapses and there are noarrangements in force whereby future dividends are waived or agreed to be waived.
(s) The net asset value of an ordinary share but prior to the issue of New Shares and the EmployeeShares, based on the consolidated net assets of the Company and its subsidiaries as at31 March 2020 is 3.69 pence (“Net Asset Value Per Share”). The Placing Price of 134 pencerepresents a premium of 130.31 pence over the Net Asset Value per Share.
(t) The issued fully paid up share capital of the Company as at the date of this document and as itis expected to be immediately following Admission is as follows:
Issued share Number of capital Ordinary £ Shares
As at the date of this document 11,000,500 110,005,000Immediately following Admission 11,649,998 116,499,980
4. Articles of Association and Objects
The Articles of Association of the Company contain, inter alia, provisions to the following effect:
(a) Voting rights
Subject to any rights or restrictions attached to the shares (including as a result of unpaid calls)and/or as mentioned below, on a show of hands every member who (being an individual) ispresent in person or by proxy or (being a corporation) is present by a duly authorisedrepresentative and is entitled to have a vote shall upon a show of hands have one vote and ona poll every member who is present in person or by proxy and entitled to vote shall have one votefor every share of which he is the holder. Where, in respect of any shares, any registered holderor any other person appearing to be interested in such shares fails to comply with any notice
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given by the Company under section 793 of the Companies Act, in the time period specified inthe notice, the shares in question may be disenfranchised.
(b) General Meetings
An annual general meeting shall be held once a year in accordance with the Companies Act.
Subject to a member’s right to requisition a general meeting pursuant to section 303 of theCompanies Act, general meetings of the Company are convened at the discretion of the Board,and with the exception of the annual general meeting, all such general meetings of the Companyshall be called general meetings.
An annual general meeting shall be called by at least 21 clear days’ notice in writing. All generalmeetings shall be called by at least 14 clear days’ notice to the Company regardless of the typeof resolution being passed (under section 307(1) of the Companies Act). A notice must be servedon a member in accordance with the provisions of the Companies Act, that is, in hard copy form,or where the member has consented or is deemed to have consented under the Companies Act,in electronic form or via a website. If the notice contains an electronic address for the Company,a member may send any Document or information relating to the relevant general meeting to thatelectronic address. Notice shall be given to all members and the Directors and the auditors.
The notice shall be exclusive of the day on which it is served or deemed to be served and of theday for which it is given and shall specify the place, day and hour of the meeting. A notice callingan annual general meeting shall specify the meeting as such and the notice convening a meetingto pass a special resolution shall specify the intention to propose the resolution as such. Everynotice must include a reasonably prominent statement that a member entitled to attend and voteis entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him and that aproxy need not be a member of the Company.
A general meeting may be called by shorter notice being less than 14 days with the consent ofmembers who (i) are a majority in number and (ii) hold 95 per cent., in nominal value of the votingshares of the company.
The quorum required for a general meeting is two members present in person or by proxy andentitled to attend and to vote on the business to be transacted.
(c) Alteration of capital
In accordance with the Companies Act the Company may by ordinary resolution consolidate anddivide its shares, or any of them, into shares of a larger amount. The Company may by ordinaryresolution divide all or any of its share capital into shares of a larger amount or sub-divide all orany of its shares into shares of a smaller amount.
The Company may, from time to time, by special resolution reduce its share capital, any capitalredemption reserve and any share premium account in any manner authorised, and with andsubject to any incident prescribed or allowed by the Companies Act and the rights attached toexisting shares. Subject to and in accordance with the provisions of the Companies Act, theCompany may purchase its own shares (including redeemable shares).
(d) Variation of rights
Subject to the Companies Act and every other statute for the time being in force concerningcompanies and affecting the Company (the “Statutes”), if at any time the capital of the Companyis divided into different classes of shares, all or any of the rights and privileges attached to anyclass of share may be varied or abrogated either:
(i) in such a manner (if any) as may be provided by the rights attaching to such class; or
(ii) in the absence of any such provision, with the consent in writing of the holders of at least75 per cent. of the nominal amount of the issued shares of the relevant class or with thesanction of a special resolution passed at a separate meeting of the holders of the sharesof the relevant class. At any such separate meeting the holders present in person or byproxy of one third of the issued shares of the class in question shall be a quorum.
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The creation or issue of shares ranking pari passu with or subsequent to the shares of any classshall not (unless otherwise expressly provided by the Articles or the rights attached to such last-mentioned shares as a class) be deemed to be a variation of the rights of such shares.A reduction of the capital paid up on any shares of any class will not be deemed to constitute avariation or abrogation of the rights attached to those shares. A purchase or redemption by theCompany of any of its own shares in accordance with the provisions of the Statutes and of theArticles shall not be deemed to be a variation of the rights attaching to any shares.
(e) Transfer of shares
The Shares may be held in certificated or uncertificated form. Shares in uncertificated form maybe transferred otherwise than by written instrument in accordance with the Statutes and relevantsubordinate legislation.
Transfers of Shares in certificated form may be effected by an instrument in writing in any usualor common form or in any other form acceptable to the Directors. Any instrument of transfer shallbe signed by or on behalf of the transferor and (except in the case of fully paid shares) by or onbehalf of the transferee. The transferor shall be deemed to remain the holder of the shares untilthe name of the transferee is entered in the Company’s register of members.
The Directors may, in their absolute discretion (but subject to any rules or regulations of theLondon Stock Exchange or any rules published by the FCA applicable to the Company from timeto time) and without assigning any reason therefore, refuse to register the transfer of a sharewhich is in respect of a share which is not fully paid, or which is in favour of more than four jointtransferees or which is in respect of more than one class of shares or which has not beenpresented for registration duly stamped accompanied by the share certificates for the shares towhich the transfer relates and such other evidence as the Directors may reasonably require toshow the right of the transferor to make the transfer.
(f) Dividends
Subject to the provisions of the Statutes and the Articles, the Company may by ordinaryresolution declare dividends to be paid to the members in accordance with their respective rightsand interests in the profits, but not exceeding the amount recommended by the Directors.
No dividends or moneys payable by the Company in respect of a share shall bear interest asagainst the Company unless otherwise provided by the rights attached to the share. TheDirectors may pay interim dividends if it appears to them that they are justified by the profits ofthe Company available for distribution. The Directors may, by ordinary resolution of the Company,direct that dividends be paid otherwise than in cash, for example in the form of shares ordebentures.
All unclaimed dividends or other sums payable on or in respect of a share may, after one year ofbeing declared, be invested or otherwise made use of by the Directors for the benefit of theCompany until claimed and the Company shall not be constituted a trustee in respect thereof.Any dividend which is unclaimed for a period of 12 years from the date on which the dividendbecame due for payment shall be forfeited and cease to remain owing by the Company.
(g) Borrowing powers
The Directors may exercise all the powers of the Company to borrow money, to indemnify andguarantee, to mortgage or charge all or any part of its undertaking, property and assets bothpresent and future (including uncalled capital) and, subject to the Companies Act, to issuedebentures, or any other securities, and give security whether outright or as collateral security forany debt, liability or obligation of the Company or any third party.
The Articles include a cap on borrowing powers which is equal to two times “Adjusted Capital andReserves” (as such term is defined in Article 102.3).
(h) Suspension of rights
If a member or any other person appearing to be interested in shares held by such shareholderhas been duly served with notice under section 793 of the Companies Act and is in default in
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supplying to the Company within 14 days (or such longer period as may be specified in suchnotice) the information thereby, required, then (if the Directors so resolve) such member shall notbe entitled to vote or to exercise any right conferred by membership in relation to meetings of theCompany in respect of the shares which are the subject of such notice. Where the holdingrepresents at least 0.25 per cent. of the issued shares of that class (calculated exclusive of anytreasury shares of that class) the payment of dividends may be withheld, and such member shallnot be entitled to transfer such shares otherwise than by an arms-length sale.
(i) Constitution of the Board
The minimum number of Directors shall not be less than two and the maximum number ofDirectors shall be fifteen.
The quorum necessary for the transaction of business by the Board is two, unless otherwisedetermined by the Board.
(j) Retirement of directors by rotation
At every annual general meeting of the Company one third (or the nearest number to but notexceeding one third) of the Directors shall retire from office. A Director who retires at an annualgeneral meeting shall be eligible for re-election. The Directors are not subject to a mandatoryretirement age.
(k) Remuneration of directors
Each of the Directors may be paid a fee at such rate as may from time to time be determined bythe Board not exceeding in aggregate £250,000 per annum. A fee payable to a Director underthis provision of the Articles is distinct from any salary, remuneration or other amount payable tohim pursuant to other provisions of the Articles and accrues from day to day.
Each Director may also be paid all reasonable travelling, hotel and other expenses properlyincurred by him in respect of or about the performance of his duties as a Director including anyexpenses incurred in connection with his attendance at meetings of the Directors of the Companyor otherwise for the purpose of enabling him to discharge his duties as a Director.
If by arrangement with the Board any Director performs special duties or services outside hisordinary duties as a Director (and not as an executive or employee) he may be paid suchreasonable additional remuneration as the Board may determine. The salary or remuneration ofany Director who holds an employment or executive office may be either a fixed sum of moneyor may altogether or in part be governed by business done or profits made or otherwisedetermined by the Board, and may be in addition to or in lieu of any fee payable to him for hisservices as a Director.
(l) Permitted interests of directors
Subject to the provisions of the Companies Act and provided he has declared the nature andextent of his interest in accordance with the requirements of the Companies Act, a Director whois in any way, whether directly or indirectly, interested in an existing or proposed transaction orarrangement with the Company may be (a) a party to or interested in any transaction orarrangement with the Company or in which the Company is otherwise interested; (b) act byhimself through his firm in a professional capacity for the Company (otherwise than as auditor)and he or his firm shall be entitled to remuneration for professional services as if he were not aDirector; (c) become a Director or other officer of, or be employed by, or a party to a transactionor arrangement with, or otherwise interested in, any body corporate in which the Company isotherwise interested; and (d) hold any office or place of profit with the Company (except asauditor) in conjunction with his office as a Director for such period and upon such terms, includingas to remuneration, as the Board may decide.
A Director shall not, save as he may otherwise agree, be accountable to the Company for anybenefit which he derives from any such contract, transaction or arrangement or from any suchoffice or employment or from any interest in any such body corporate and no such contract,transaction or arrangement shall be liable to be avoided on the grounds of any such interest orbenefit.
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(m) Restrictions of voting of directors
A Director shall not vote or be counted in the quorum on any resolution concerning his ownappointment as the holder of any office or place of profit with the Company or any company inwhich the Company is interested.
A Director shall not be entitled to vote or be counted in the quorum on any resolution which maygive rise to a conflict of interest unless the Board has authorised that conflict but is entitled to voteand be counted in the quorum in respect of any resolution concerning any of the followingmatters:
(i) the giving of any security, guarantee or indemnity in respect of money lent or obligationsincurred by him or any other person at the request of or for the benefit of the Company orany of its subsidiary undertakings;
(ii) the giving of any security, guarantee or indemnity to a third party in respect of a debt orobligation of the Company or any of its subsidiary undertakings for which he has assumedresponsibility in whole or in part either alone or jointly with others, under a guarantee orindemnity or by the giving of security;
(iii) any proposal or contract concerning an offer of shares or debentures or other securities ofor by the Company or any of its subsidiary undertakings for subscription or purchase inwhich placing he is or is to be interested as a holder of securities or as a participant in theundertaking or sub-underwriting thereof;
(iv) any arrangement for the benefit of employees of the Company or any of its subsidiarieswhich only gives him benefits which are generally given to employees to whom thearrangement relates;
(v) any arrangement concerning any other company in which he is interested, directly orindirectly and where as an officer or member or otherwise howsoever provided that he(together with any person connected (within the meaning of section 252 of the CompaniesAct) with him) knows he is not the holder of or interested in shares representing one percent. or more of any class of the equity share capital or voting rights;
(vi) a contract relating to a pension, superannuation or similar scheme or a retirement, death,disability benefits scheme or employees’ share scheme which gives the Director benefitswhich are also generally given to the employees to whom the scheme relates; and
(vii) any contract for insurance against any liability of any Directors or any group of peoplewhich include Directors which the Company can buy or renew.
The Board may, in accordance with the Articles authorise any matter or situation which if not soauthorised would involve a Director breaching his duty under the Companies Act to avoidconflicts of interest.
(n) Redeemable shares
Subject to the Companies Act and to any rights attaching to existing shares, any share may beissued which can be redeemed or can be liable to be redeemed at the option of the Company orthe holder. The Board may determine the terms, conditions and manner of redemption of anyredeemable shares which are issued. Such terms and conditions shall apply to the relevantshares as if the same were set out in the Articles.
(o) Conversion of shares
The Company may from time to time, by ordinary resolution and subject to the Companies Act,convert all or any of its fully paid shares into stock of the same class and denomination and mayfrom time to time in like manner convert such stock into fully paid up shares of the same classand denomination.
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(p) Rights to share in any surplus in the event of liquidation
In the event of liquidation of the Company the holders of the shares are entitled pari passu to any
surplus dividends. A liquidator may, with the sanction of an extraordinary resolution, divide the
assets among the members in specie.
(q) Objects
The Articles contain no specific restrictions on the Company’s objects and therefore, by virtue of
section 31(1) of the Companies Act the Company’s objects are unrestricted.
5. Share incentive plans and bonus schemes
(a) The Supreme plc Enterprise Management Incentive Scheme 2018 (“the EMI Scheme”)
The Company established the EMI Scheme on 14 September 2018 on the basis set out in this
paragraph.
Grants under the EMI Scheme may be made by the Company as subscription Options or, with
the consent of the Directors, by an existing shareholder over shares already issued.
(i) Potential grantees
The grant of Options to any individual under the EMI Scheme is at the absolute discretion
of the Directors.
An individual will only be granted Options if they are a bona fide employee (including an
executive director but excluding any person who has a 30 per cent. interest in the
Company including the interest of his associates) who works at least 25 hours per week
for the Group (or, if less, at least 75 per cent. of their working time).
(ii) Life of the EMI Scheme
Options may be granted at any time in the ten-year period beginning with the date of
adoption of the EMI Scheme provided that no grant may be made at any time when it
would cause any person to be in breach of any applicable rules relating to share dealings
by directors and employees.
(iii) Individual limits on number of Options
Under the EMI Scheme, the grant of Options is limited so that an individual will not be
granted options if the total market value of the Shares comprised in those Options at the
time of the proposed grant, when added to the total market value (at the date of grant) of
Shares under unexercised Options already granted to him under the EMI Scheme (and
any share scheme approved under Schedule 4 to ITEPA 2003) would exceed £250,000.
(iv) Aggregate limits on number of Options
The maximum number of Shares over which Options may be granted in total under the
EMI Scheme may not exceed 10 per cent. of the issued share capital of the Company for
the time being.
The maximum number of Shares over which Options may be granted in total under the
EMI Scheme and any other Option Schemes adopted by the Company may not in
aggregate exceed 15 per cent. of the issued Share Capital of the Company for the time
being.
In any event, the total market value (at the date of grant) of shares which are subject to
unexercised Options under the EMI Scheme may not exceed £3,000,000 at the present
time due to HMRC restrictions.
(v) Exercise Price
The price at which Options may be exercised will be set by the Directors at the date of
grant but, in the case of subscription options, will not be less than the nominal value of the
Shares.
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(vi) Conditions of Exercise
Objective conditions may be imposed by the Directors that have to be complied with beforeOptions can be exercised.
(vii) Timing of Exercise
Unless the Directors permit earlier exercise at their discretion, Options may not beexercised unless there is a disposal of at least 90 per cent. of the issued share capital ofthe Company or its shares are listed on a recognised stock exchange or admitted to AIM.
In the case of such a disposal Options are exercisable immediately. In the case of listingor admission, Options may not (unless the Directors permit otherwise) be exercised as to50 per cent. no earlier than the first anniversary of listing or admission and as to theremaining 50 per cent. no earlier than the second anniversary of listing or admission.
In any event Options may not be exercised later than the tenth anniversary of the date ofthe grant (or such earlier date as may be specified when granted).
If an optionholder leaves employment exercise of any outstanding Options is at theDirectors’ discretion. Any Option not so exercised will lapse.
(viii) Status of Options
All Options are non-transferable. Shares issued following exercise of any Option will rankpari passu with Shares then in issue, save as regards any rights attaching to Shares byreference to a record date prior to the date of exercise of the Option. Options may beexercised in whole or in part subject to a minimum number of Options that may beexercised at any one time.
(ix) Adjustment of Options
The Directors may adjust the number of Shares under Option and available for Optionand/or the Option price to take account of any Shares issued by the Company (other thanas consideration for an acquisition) and/or any capitalisation, consolidation, sub-division orreduction of the capital of the Company.
(x) Amendment of EMI Scheme
The EMI Scheme may be amended by the Directors but to the extent that any amendmentwould be advantageous in relation to certain rights of eligible employees or Option holdersthe consent of the Company in general meeting is required.
(xi) Exchange of Options
The rules of the EMI Scheme make detailed provision for the exercise and/or exchange ofoptions in the event of a takeover or reverse takeover of the Company.
(xii) Tax
The EMI Scheme requires optionholders to be responsible for any employer’s nationalinsurance contributions otherwise payable by the Company on the grant and/or exerciseand/or disposal of any Options and to indemnify the Company against any income tax duein such circumstances.
(xiii) Grants of Options
As noted at paragraph 3(g) above, on 14 September 2018, the Company granted Optionsunder the EMI Scheme over a total of 2,174,120 Shares at an exercise price of £0.3837.Further details of those Options in favour of Directors and Senior Managers are set out atparagraph 6(b) below.
As part of the arrangements permitting early exercise of a proportion of Options describedat paragraph 3(g) above, those employees who have accepted the invitation are requirednot to exercise 50 per cent. of the balance of their Options until the second anniversary of
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Admission and the remaining 50 per cent. of the balance of their Options until the fourthanniversary of Admission.
(b) The Supreme plc Sharesave Scheme 2021 (“the SAYE Scheme”)
The Company established the SAYE Scheme on 26 January 2021 on the basis set out in thisparagraph.
Grants under the SAYE Scheme may be made by the Company as subscription Options or, withthe consent of the Remuneration Committee, by an existing shareholder over shares alreadyissued.
(i) Potential grantees
All employees (and executive directors working at least twenty five hours each week) ofthe Group who have achieved the qualifying length of service at the proposed date of grantmust be invited to participate in the SAYE Scheme on similar terms. It is envisaged thatthe qualifying period of service will initially be set at 3 months, but this period can be varied(up to a maximum of five years) by the Directors for future grants.
(ii) Life of the SAYE Scheme
Options (other than on the first occasion of invitations to participate following adoption ofthe Scheme) may only be granted within 42 days of the publication of the Group’s half-yearly report or annual accounts. In any event no Options may be granted later than theten-year period beginning with the date of adoption of the SAYE Scheme.
(iii) Individual limits on number of Options
Under the SAYE Scheme, an individual who wishes to accept an invitation to apply foroptions to be granted to him or her must take out a 3 year or 5 year savings contract (or acombination of both) with an approved savings body selected by the Company. Theindividual makes a fixed monthly contribution over the life of the savings contract and onmaturity receives a tax-free bonus. The monthly contribution can be a minimum of £10 anda maximum of £500 (or such other lower maximum amount as the Directors decide). If anindividual is granted options on more than one occasion, the maximum total monthlycontribution under all the relevant savings contracts is capped at £500. The maximumnumber of options an individual can be granted is calculated by dividing the total amountthat will be repayable to him at the end of the relevant savings contract by the exerciseprice for each relevant option. The SAYE Scheme contains detailed provisions for scalingback applications where any of the scheme limits on the number of shares that may beissued would otherwise be breached.
(iv) Aggregate limits on number of Options
The maximum number of Shares over which Options may be granted in total under theSAYE Scheme may not exceed 10 per cent. of the issued share capital of the Companyfor the time being.
The maximum number of Shares over which Options may be granted in total under theSAYE Scheme and any other Option Schemes adopted by the Company in any ten yearperiod (but excluding any Options granted prior to Admission) may not in aggregateexceed 10 per cent. of the issued Share Capital of the Company for the time being.
(v) Exercise Price
The price at which Options may be exercised will be set by the Directors at the date ofgrant and may be at a discount of up to a maximum of 20 per cent. against the marketvalue at the date of grant of the Shares over which they are granted.
(vi) Conditions of Exercise
No conditions of exercise will be imposed in relation to options granted under the SAYEScheme.
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(vii) Timing of Exercise
Other than in the case of a takeover or demerger or similar event, an Option will generallybe exercisable by the holder in relation to the SAYE Scheme within the six month periodafter the bonus becomes payable on his or her relevant savings contract. Any option notso exercised will lapse. If an optionholder leaves employment earlier by reason of injury,disability, ill-health redundancy or retirement at 65 any Option may be exercised within6 months of such event happening or, if the optionholder has died, within 12 months of hisdeath by his personal representatives. If an optionholder’s employer ceases to be amember of the Group or his employment is subject to a relevant transfer under the Transferof Undertakings (Protection of Employment) Regulations 2006 he may retain his Option. Ifan optionholder leaves the employment of the Group for any other reason, any outstandingOptions lapse.
(viii) Status of Options
All Options are non-transferable. Shares issued following exercise of any Option will rankpari passu with Shares then in issue, save as regards any rights attaching to Shares byreference to a record date prior to the date of exercise of the Option. Options may beexercised in whole or in part subject to a minimum number of Options that may beexercised at any one time.
(ix) Adjustment of Options
The Directors may adjust (subject to confirmation in writing by the auditors for the timebeing that such adjustment is fair and reasonable in their opinion) the number of Sharesunder Option and available for Option and/or the Option price to take account of anyShares issued by the Company (other than as consideration for an acquisition) and/or anycapitalisation, consolidation, sub-division or reduction of the capital of the Company.
(x) Amendment of SAYE Scheme
The SAYE Scheme may be amended by the Directors (provided the amendment does notprejudice the tax status of the SAYE Scheme) but to the extent that any amendment wouldbe advantageous in relation to certain rights of eligible employees or Option holders theconsent of the Company in general meeting is required.
(xi) Exchange of Options
The rules of the EMI Scheme make detailed provision for the exercise and/or exchange ofoptions in the event of a takeover or reverse takeover of the Company.
(xii) Grants of Options
No grants of Options have yet been made under the SAYE Scheme.
(c) The Supreme plc Company Share Option Plan 2021 (“the CSOP Scheme”)
The Company established the CSOP Scheme on 26 January 2021 on the basis set out in thisparagraph.
Grants under the CSOP Scheme may be made by the Company as subscription Options or, withthe consent of the Remuneration Committee, by an existing shareholder over shares alreadyissued.
(i) Potential grantees
The grant of Options to any individual under the CSOP Scheme is at the absolutediscretion of the Remuneration Committee.
An individual may only be granted options under the CSOP Scheme if he is an employeeof the Group. Additionally, executive directors are required to work for the Group for at least25 hours a week in order to be granted such Options.
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(ii) Life of the CSOP Scheme
Options may be granted at any time in the ten-year period beginning with the date ofadoption of the CSOP Scheme provided that no grant may be made at any time when itwould cause any person to be in breach of any applicable rules relating to share dealingsby directors and employees.
(iii) Individual limits on number of Options
Under the CSOP Scheme, the grant of Options is limited so that an individual will not begranted options if the total market value of the Shares comprised in those Options at thetime of the proposed grant, when added to the total market value (at the date of grant) ofShares under unexercised Options already granted to him under the CSOP Scheme wouldexceed £30,000.
(iv) Aggregate limits on number of Options
The maximum number of Shares over which Options may be granted in total under theCSOP Scheme may not exceed 10 per cent. of the issued share capital of the Companyfor the time being.
The maximum number of Shares over which Options may be granted in total under theCSOP Scheme and any other Option Schemes adopted by the Company in any ten yearperiod (but excluding any Options granted prior to Admission) may not in aggregateexceed 10 per cent. of the issued Share Capital of the Company for the time being.
(v) Exercise Price
The price at which Options may be exercised will be set by the Remuneration Committeeat the date of grant but, in the case of subscription options, will not be less than the marketvalue at the date of grant of the Shares over which they are granted.
(vi) Conditions of Exercise
Objective conditions may be imposed by the Remuneration Committee that have to becomplied with before Options can be exercised.
(vii) Timing of Exercise
Other than in the case of a takeover or demerger or similar event, an Option will beexercisable by the holder at any time between the third and tenth anniversaries of the dateof the grant. If an optionholder dies then his personal representatives may exercise hisOption within 12 months of his death. If an optionholder leaves employment for any otherreason exercise of any outstanding Options is at the Remuneration Committee’sdiscretion. Any Option not so exercised will lapse.
(viii) Status of Options
All Options are non-transferable. Shares issued following exercise of any Option will rankpari passu with Shares then in issue, save as regards any rights attaching to Shares byreference to a record date prior to the date of exercise of the Option. Options may beexercised in whole or in part subject to a minimum number of Options that may beexercised at any one time.
(ix) Adjustment of Options
The Remuneration Committee may adjust (subject to confirmation in writing by the auditorsfor the time being that such adjustment is fair and reasonable in their opinion) the numberof Shares under Option and available for Option and/or the Option price to take account ofany Shares issued by the Company (other than as consideration for an acquisition) and/orany capitalisation, consolidation, sub-division or reduction of the capital of the Company.
(x) Amendment of CSOP Scheme
The CSOP Scheme may be amended by the Remuneration Committee (provided theamendment does not prejudice the tax status of the CSOP Scheme) but to the extent that
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any amendment would be advantageous in relation to certain rights of eligible employeesor Option holders the consent of the Company in general meeting is required.
(xi) Exchange of Options
The rules of the CSOP Scheme make detailed provision for the exercise and/or exchangeof options in the event of a takeover or reverse takeover of the Company.
(xii) Tax
The CSOP Scheme requires optionholders to be responsible for any employer’s nationalinsurance contributions otherwise payable by the Company on the grant and/or exerciseand/or disposal of any Options and to indemnify the Company against any income tax duein such circumstances.
(xiii) Grants of Options
No grants of Options have yet been made under the CSOP Scheme.
(d) The Supreme plc Unapproved Share Option Scheme 2021 (“the Unapproved Scheme”)
The Company established the Unapproved Scheme on 26 January 2021 on the basis set out inthis paragraph.
Grants under the Unapproved Scheme may be made by the Company as subscription Optionsor, with the consent of the Remuneration Committee, by an existing shareholder over sharesalready issued.
(i) Potential grantees
The grant of Options to any individual under the Unapproved Scheme is at the absolutediscretion of the Remuneration Committee.
An individual may only be granted options under the Unapproved Scheme if he is anemployee of the Group. Additionally, executive directors are required to work for the Groupfor at least 25 hours a week in order to be granted such Options.
(ii) Life of the Unapproved Scheme
Options may be granted at any time in the ten-year period beginning with the date ofadoption of the Unapproved Scheme provided that no grant may be made at any timewhen it would cause any person to be in breach of any applicable rules relating to sharedealings by directors and employees.
(iii) Individual limits on number of Options
Under the Unapproved Scheme, the grant of Options is limited (other than in the case ofthe Chief Executive Officer) so that an individual will not be granted options if the totalmarket value of the Shares comprised in those Options at the time of the proposed grant,when added to the total market value (at the date of grant) of Shares under any other shareoption scheme adopted by the Company, would exceed three times the amount of theemoluments (excluding benefits-in-kind) expressed as an annual rate then payable to suchperson.
(iv) Aggregate limits on number of Options
The maximum number of Shares over which Options may be granted in total under theUnapproved Scheme may not exceed 10 per cent. of the issued share capital of theCompany for the time being.
The maximum number of Shares over which Options may be granted in total under theUnapproved Scheme and any other Option Schemes adopted by the Company in any tenyear period (but excluding any Options granted prior to Admission) may not in aggregateexceed 10 per cent. of the issued Share Capital of the Company for the time being.
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(v) Exercise Price
The price at which Options may be exercised will be set by the Remuneration Committeeat the date of grant but, in the case of subscription options, will not be less than the nominalvalue of the Shares.
(vi) Conditions of Exercise
Objective conditions may be imposed by the Remuneration Committee that have to becomplied with before Options can be exercised.
(vii) Timing of Exercise
Unless the Remuneration Committee specifies when granting any Options an earlierexercise date (and other than in the case of a takeover or demerger or similar event) anoption will be exercisable by the holder at any time between the third and tenthanniversaries of the date of the grant. If an optionholder dies then his personalrepresentatives may exercise his Option within 12 months of his death. If an optionholderleaves employment for any other reason exercise of any outstanding Options is at theRemuneration Committee’s discretion. Any Option not so exercised will lapse.
(viii) Status of Options
All Options are non-transferable. Shares issued following exercise of any Option will rankpari passu with Shares then in issue, save as regards any rights attaching to Shares byreference to a record date prior to the date of exercise of the Option. Options may beexercised in whole or in part subject to a minimum number of Options that may beexercised at any one time.
(ix) Adjustment of Options
The Remuneration Committee may adjust (subject to confirmation in writing by the auditorsfor the time being that such adjustment is fair and reasonable in their opinion) the numberof Shares under Option and available for Option and/or the Option price to take account ofany Shares issued by the Company (other than as consideration for an acquisition) and/orany capitalisation, consolidation, sub-division or reduction of the capital of the Company.
(x) Amendment of Unapproved Scheme
The Unapproved Scheme may be amended by the Remuneration Committee but to theextent that any amendment would be advantageous in relation to certain rights of eligibleemployees or Option holders the consent of the Company in general meeting is required.
(xi) Exchange of Options
The rules of the Unapproved Scheme make detailed provision for the exercise and/orexchange of options in the event of a takeover or reverse takeover of the Company.
(xii) Tax
The Unapproved Scheme requires optionholders to be responsible for any employer’snational insurance contributions otherwise payable by the Company on the grant and/orexercise and/or disposal of any Options and to indemnify the Company against anyincome tax due in such circumstances.
(xiv) Grants of Options
No grants of Options have yet been made under the Unapproved Scheme.
(e) Market Capitalisation Cash Bonus Scheme
The Company has established an all-employee bonus scheme which will pay a bonus (which theCompany may, but is not obliged to, satisfy by the issue of Shares and/or the grant of options) toall participating employees equivalent to one year’s basic salary if the Company achieves amarket capitalisation of £1 billion over a period of 30 consecutive trading days on or before the
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fifth anniversary of Admission. Participating employees are those with at least 12 monthscontinuous service at the date this is achieved. Total gross payments under the scheme arelimited to £14,000,000, with all participants’ entitlements being scaled back accordingly.
6. Directors’ and other interests
(a) The interests of each Director and Senior Manager and persons connected with them within themeaning of section 252 of the Companies Act, all of which are beneficial, save where stated tothe contrary, in the share capital of the Company are and will, following Admission and thePlacing, be as follows:
Immediately prior Following Admission,to Admission and the Placing
Number % of issued Number % of issued Director of Shares share capital of Shares share capital
Mark Cashmore – – 29,850 0.03Sandy Chadha (1) 110,005,000 100 66,126,845 56.76Simon Lord – – 37,313 0.03Paul McDonald – – 7,462 0.01Suzanne Smith – – 18,656 0.02
(1) Sandy Chadha’s interests in Shares include 27,501,250 Shares held by Supreme 8 Limited, a company in which he
is the sole shareholder and a director and, in respect of the period prior to Admission, 5,500,250 Shares, and
following Admission and the Placing, 3,306,343 Shares, in both cases held by him and his wife, Aditi Chadha as
trustees of the Chadha Discretionary Trust 2020.
(b) The following Options have been granted to certain of the Senior Managers, such Options beingexercisable at the price and on the dates or occurrence of events shown below:
Exercise Senior No. of Option price per Manager Shares Scheme Date of Grant Share Expiry Date
Andrew Beaumont 195,529 EMI Scheme 14 September 2018 38.37p 13 September 2028Michael Holliday 195,529 EMI Scheme 14 September 2018 38.37p 13 September 2028David Neilson 586,441 EMI Scheme 14 September 2018 38.37p 13 September 2028David Neilson 594,914 Unapproved 4 January 2021 38.37p 13 September option agreement 2028
In respect of the Options listed above Andrew Beaumont and Michael Holliday have, conditionallyon Admission each exercised his right to acquire 68,435 Shares which will be registered in thename of Supreme Nominees Limited and sold in the Placing. David Neilson has, conditionally onAdmission exercised his right to acquire 205,254 Shares under the EMI Scheme and 208,219under the unapproved option agreement which will be registered in the name of SupremeNominees Limited and sold in the Placing.
(c) Save as disclosed above, no Director or Senior Manager has any interest in the share capital orloan capital of the Company or any of its subsidiaries nor does any person connected with them(within the meaning of section 252 of the Companies Act) have any such interests, whetherbeneficial or non-beneficial. None of the Directors or members of their family has a financialproduct whose value in whole or in part is determined directly or indirectly by reference to theprice of Existing Ordinary Shares or the Placing Shares.
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(d) The Directors have held the following directorships and/or been a partner in the followingpartnerships within the five years prior to the date of this document:
Current directorships Previous directorshipsName and partnerships and partnerships
Supreme plc Bertram Trading Limited
Connect Limited
Connect2U Limited
Connect Books Limited
Connect Care Limited
Connect Education Limited
Connect Education & Care Limited
Connect Group Plc
Connect Logistics Limited
Connect News & Media Limited
Connect Parcel Freight Limited
Connect Parcels Limited
Connect Services Limited
Connect Specialist Distribution
Group Limited
Dawson Iberica SL
Dawson Espana Agencia de
Ediciones SL
Dawson Limited
Dawson Book Services Limited
Dawson Books Limited
Dawson Finance Company Limited
Dawson France SAS
Dawson Guarantee Company
Limited
Dawson Holdings Limited
Dawson Media Direct Australia Pty
Ltd
Dawson Media Direct GmbH
Dawson Media Direct Holdings
Inc.
Dawson Media Direct Inc.
Dawson Media Direct Limited
Dawson Media Direct China
Limited
Dawson Media Direct NV
Dawson Media Direct Iberica SL
Dawson Media Services Limited
Dawson Medya Anonim Sirke
Dawson Overseas Holdings
Limited
Dawson UK Limited
DMD Holdings Limited (JAFZA)
Erasmus Antiquariaat Boekhandel
BV
Hammond Bridge Limited
Hammond Bridge Trustees Limited
Hedgelane Limited
Houtschild Internationale
Boekhandel BV
Mark Cashmore
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Current directorships Previous directorshipsName and partnerships and partnerships
Jack’s Beans Limited
Magpie Investments Limited
Martin-Lavell Limited
Pass My Parcel Limited
Phantom Media Limited
Smiths News plc
Smiths News Distribution Limited
Smiths News Limited
Smiths News Instore Limited
Smiths News Investments Limited
Smiths News Holdings Limited
Smiths Group News Middle East
FZ LLC
Smiths News Trading Limited
Studentpacks Limited
Supreme plc
Supply Zone Limited
Surridge Dawson (Holdings)
Limited
The Big Green Euro Machine
Limited
The Big Green Parcel Holding
Company Limited
The Big Green Parcel Group
Limited
The Big Green Parcel Machine
Limited
The Consortium Limited
RM Educational Resouces Limited
Tuffnells Parcels Express Limited
Wordery.Com Limited
Mark Cashmore
(continued)
Battery Force Limited
CNM Trading Limited
Millions and Millions Limited
Nash Peters LLP
Powerquick Limited
Provider Distribution Limited
Supreme plc
Supreme 8 Limited
Supreme 88 Limited
Supreme Holdco Limited
Supreme Imports Limited
Total CBD Limited
VN Labs Limited
88 Vape Limited
Bargain Foods Limited
Beyondnewco104 Limited
Lazoron Plc
Liquid Vape UK Limited
Luminoso Limited
Navanti Limited
Sandychadha.Com Limited
SI 8 Ltd
VCell Limited
Chop Retail Stores Limited
Sandy Chadha
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Current directorships Previous directorshipsName and partnerships and partnerships
(e) Sandy Chadha was:
(i) appointed as a director of Bargain Foods Limited on 28 March 2014 and remained as adirector until it was dissolved on 7 March 2017 following a compulsory winding up. On4 December 2014 the High Court of Justice, on the petition of a creditor, ordered thecompany to be wound up. There was estimated to be a deficit to creditors of approximately£44,774;
Arete Capital Partners LLP
Arete Investors 1 (Nominees)
Limited
Arete Investors 2 (Nominees)
Limited
Arete Investors 3 (Nominees)
Limited
Arete Investors 4 (Nominees)
Limited
Arete Investors 5 (Nominees)
Limited
Arete Risk Services 1 (Nominees)
Limited
Arete Risk Services 2 (Nominees)
Limited
Arete Risk Services 3 (Nominees)
Limited
Supreme plc
GCA Altium Limited
GCA Altium Corporate Finance
Limited
WW Initial Investors LLP
Simon Lord
Supreme plc B&M European Value Retail S.A.
B&M European Value Retail 1 SARL
B&M European Value Retail 2 SARL
B&M European Value Retail
Holdco 1 Ltd
B&M European Value Retail
Holdco 2 Ltd
B&M European Value Retail
Holdco 3 Ltd
B&M European Value Retail
Holdco 4 Ltd
B&M Retail Limited
B&M European Value Retail
Germany GmbH
Cooltrader Limited
EV Retail Limited
Heron Food Group Limited
Heron Foods Limited
Heron Properties (Hull) Limited
Retail Industry Apprenticeships
LimitedPaminvest SAS
Paul McDonald
Bedford Packaging Limited
Supreme plc
Supreme Imports Limited
Team Hours Limited (a company
registered in the Republic of
Ireland)
Suzanne Smith
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(ii) appointed as a director of Supreme Imports (Wholesale) Limited on 21 October 1988 andremained as a director until it was dissolved on 17 May 2012 following a compulsorywinding up. On 24 August 2007 the company entered administration which ended on 3 September 2008 when the company was placed into creditors voluntary winding up.There was estimated to be no deficit to creditors on dissolution; and
(iii) appointed as a director of Gemini Products Limited on 14 May 2003 and remained as adirector until it was dissolved on 17 November 2009 following a creditors voluntaryliquidation that commenced on 29 July 2008. There was estimated to be a deficit tocreditors of approximately £41,000.
(f) Paul McDonald was:
(i) appointed as a director of TJ Hughes Limited on 12 January 2011 and resigned on30 April 2011. On 30 June 2011 administrators were appointed by Endless LLP and theadministration moved to a creditors’ voluntary liquidation on 24 December 2012 and wassubsequently dissolved on 29 March 2017. There was estimated to be no deficit tocreditors on dissolution;
(ii) appointed as a director of TJ Hughes (Properties) Company Limited on 12 January 2011and resigned on 30 April 2011. On 30 June 2011 administrators were appointed and theadministration moved to a creditors’ voluntary liquidation on 24 December 2012 and wassubsequently dissolved on 23 March 2017. There was estimated to be a deficit to creditorsof approximately £28.7 million;
(iii) appointed as a director of TJ Hughes (Holdings) Company Limited on 12 January 2011 andresigned on 30 April 2011. On 30 June 2011 administrators were appointed by EndlessLLP and the administration moved to a dissolution by notice on 24 December 2012 andwas subsequently dissolved on 24 March 2013. There was estimated to be a deficit tocreditors of approximately £1.2 million.
(iv) appointed as a director of TJ Hughes (Investments) Limited on 12 January 2011 andresigned on 30 April 2011. On 30 June 2011 administrators were appointed and theadministration moved to a dissolution on 24 December 2012 and was subsequentlydissolved on 24 March 2013. There was estimated to be a deficit to creditors ofapproximately £47.2 million.
(v) appointed as a director of Noteframe Limited on 9 July 2007 and resigned on 9 January2009. On 15 April 2008 administrators were appointed by Project Steve Debtco Limitedand the administration moved to a dissolution by notice on 9 October 2008 and wassubsequently dissolved on 9 January 2009. There was estimated to be a deficit to creditorsof approximately £22,384,000.
(g) Save as disclosed above no Director:
(i) has any unspent convictions in relation to fraudulent or indictable offences; or
(ii) has been bankrupt or the subject of an individual voluntary arrangement, or has had areceiver appointed to any asset of such Director; or
(iii) has been a director of any company which, while he was a director or within 12 monthsafter he ceased to be a director, had a receiver appointed or went into compulsoryliquidation, creditors voluntary liquidation, administration or company voluntaryarrangement, or made any composition or arrangement with its creditors generally or withany class of its creditors; or
(iv) has been a partner of any partnership which, while he was a partner or within 12 monthsafter he ceased to be a partner, went into compulsory liquidation, administration orpartnership voluntary arrangement, or had a receiver appointed to any partnership asset;or
(v) has had any public criticism and/or sanction by statutory or regulatory authorities (includingdesignated professional bodies); or
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(vi) has been disqualified by a court from acting as a director of a company or from acting inthe management or conduct of the affairs of any company.
(h) Save as set out in paragraph 6(a) above and 6(k) below, so far as the Directors are aware, noperson, directly or indirectly, jointly or severally, exercises or could exercise control over theCompany.
(i) So far as the Directors are aware, there are no arrangements relating to the Group, the operationof which may at a subsequent date result in a change of control of the Company.
(j) Save as disclosed in paragraph 6(a) above, and as set out below, the Company is not aware ofany person who will on Admission be directly or indirectly interested in 3 per cent. or more of theissued share capital or voting rights of the Company:
Immediately prior Following Admission to Admission and, the Placing
Number of % of issued Number of % of issued Shares share capital Shares share capital
Blackrock Investment Management – – 5,750,000 4.94%Canaccord Genuity Wealth Management – – 5,700,000 4.89%Slater Investments Limited – – 5,600,000 4.81%Premier Miton Group Plc – – 5,250,000 4.51%Jupiter Fund Management Plc – – 4,800,000 4.12%
(k) None of the Company’s major holders of shares listed above has voting rights which are differentfrom other holders of Shares.
(l) Save in respect of a loan to Nash Peters Limited (a company in which Sandy Chadha is ashareholder) which has a balance of approximately £1,800,000 there are no loans made orguarantees granted or provided by any member of the Group to or for the benefit of any Director.
(m) Save as disclosed in paragraphs 8 and 10 below, no Director is or has been interested in anytransaction which is or was unusual in its nature or conditions or significant to the business of theCompany or any of its subsidiaries during the current or immediately preceding financial periodor which were effected during any earlier financial period and remains in any respect outstandingor unperformed.
(n) There are no conflicts of interest between any duties the Directors have to the Company and theirprivate interests and/or other duties they may have.
(o) None of the Directors and no member of their respective families (as defined in the glossary tothe AIM Rules) is interested in any related financial product referenced to the Shares (being afinancial product whose value is, in whole or in part, determined directly or indirectly by referenceto the price of the Shares, including a contract for difference or a fixed odds bet).
7. Directors service contracts and letters of appointment
(a) Mark Cashmore entered into a letter of appointment with the Company dated 26 January 2021as a Non- executive Director of the Company. He is entitled to annual fees of £40,000 togetherwith the payment of reasonable expenses. The appointment is terminable on two months writtennotice by either party.
(b) Sandy Chadha entered into a service agreement with the Company dated 26 January 2021 asChief Executive Officer. The agreement provides for an annual salary of £250,000, a monthly carallowance of £600, and an annual holiday entitlement of 30 days plus statutory holidays. Theagreement contains provisions for an annual bonus of up to 100 per cent. of salary againsttargets set by the remuneration committee of the Company. Mr Chadha is also entitled to theprovision of private medical expenses and director’s liability insurance, certain other additionalbenefits and the reimbursement of other reasonable expenses. The agreement is terminable onnot less than 12 months written notice by either party.
(c) Simon Lord entered into a letter of appointment with the Company dated 26 January 2021 as aNon-executive Director of the Company. He is entitled to annual fees of £45,000 together with
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the payment of reasonable expenses. The appointment is terminable on two months writtennotice by either party.
(d) Paul McDonald entered into a letter of appointment with the Company dated 26 January 2021 asa Non- executive Chairman of the Company. He is entitled to annual fees of £55,000 togetherwith the payment of reasonable expenses. The appointment is terminable on two months writtennotice by either party.
(e) Suzanne Smith entered into a service agreement with the Company dated 26 January 2021 asChief Finance Officer. The agreement provides for an annual salary of £150,000, and an annualholiday entitlement of 33 days inclusive of statutory holidays. The agreement contains provisionsfor an annual bonus of up to 100 per cent. of salary against targets set by the remunerationcommittee of the Company. Mrs Smith is also entitled to the provision of director’s liabilityinsurance and the reimbursement of other reasonable expenses. The agreement is terminableon not less than 6 month’s written notice by either party.
(f) Save as set out in this paragraph 7, there are no service agreements in existence between anyof the Directors and the Company or any Company in the Group.
(g) Save as disclosed in this paragraph 7, there are no service contracts in existence between anyof the Directors and the Company or any Company in the Group that provide for benefits upontermination of employment.
8. Related party transactions
Details of transactions with related parties entered into by members of the Group during the period ofthe historical financial information and up to the date of this document are summarised below:
(a) Details of certain transactions with related parties entered into by certain subsidiaries of theCompany for the nine months ended 31 March 2019 and the year to 31 March 2020 arecontained in note 29 of the Historical Financial Information in Section B of Part IV of thisdocument and in note 27 of the Historical Financial Information in Section B of Part V of thisdocument in the audited report and financial statements of Supreme Imports Limited for the twoyears ended 31 March 2019.
(b) Supreme Imports Limited has made available to Nash Peters Limited (a company in which SandyChadha is a shareholder) an on demand unsecured loan facility of £1,625,338, paying 5 per cent.interest per annum. The amount due is approximately £1,800,000. The loan is repayable ondemand by no less than 24 months’ notice.
(c) Supreme Imports Limited made available to Elena Dolce Limited a loan facility of £60,000. On orabout 27 July 2017 this loan was satisfied by the transfer to the Company of 1 ordinary share of£1 in the capital of Elena Dolce Limited by Naresh Patel for a consideration of £60,000. Stampduty was paid on such share transfer. On 12 April 2018, Naresh Patel executed an indemnityletter confirming, that the £60,000 due pursuant to the stock transfer had been satisfied by theloan monies received by Elena Dolce Limited from Supreme Imports Limited and that there is nofurther liability due from Supreme Imports Limited to Naresh Patel. This share is owned bySupreme Imports Limited at Admission. The Company has written off the value of the investmentin its accounts to 31 March 2020.
(d) A share exchange agreement dated 8 March 2018 between Sandy Chadha and the Companypursuant to which the Company acquired 170 ordinary shares in the capital of SI Holdings (whichrepresented the entire issued share capital of that company) for an issue of 110,000,000 ordinaryshares of £0.20 each credited as fully paid in the capital of the Company.
(e) A Relationship Agreement dated 26 January 2021 between the Company, Grant Thornton andSandy Chadha pursuant to which Sandy Chadha provided certain undertakings to the Companyto ensure inter alia that (i) the Group is capable of carrying on its business independently ofSandy Chadha and his associates (as defined therein but including Sandy Chadha’s nominees,family, trusts and any companies which such parties may control other than the Company or itssubsidiaries); (ii) any arrangements or agreements with such parties are on arms-length terms;and (iii) the independence of the Board (and its committees) is maintained, including that at all
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times a majority of the Board must be independent directors (as within the meaning of the QCACode). Sandy Chadha has a right, for so long as he and his associates (in aggregate) hold morethan 10 per cent. of the Company’s issued share capital, to nominate a Director for appointmentto the Board. Sandy Chadha has been confirmed as being the nominated director.
(f) On 1 April 2017 Supreme Imports Limited purchased the entire issued share capital of VapeNation Limited from Sandy Chadha for £1.
(g) On 10 April 2018, Sandy Chadha executed a letter of indemnity in favour of the Company,Supreme Imports Limited and Vape Nation Limited in relation to any losses which might occur inrelation to the acquisition of Vape Nation Limited, the conduct of its business prior to theacquisition, the reconstitution of the statutory books and the filing of inaccurate confirmationstatements and annual returns by certain members of the Group.
(h) On 10 April 2018 written resolutions of Supreme Imports Limited were passed to ratify (i) theapproval of all prior accounts (ii) all prior transactions concluded, increases in share capital,granting of authorities to allot shares, disapplications of statutory pre-emption rights, allotments,transfers of shares and dividends and (iii) all prior failures to correct inaccurate annual returns forthe period 2015-2016 and to release all claims it might have had against its current and formerdirectors in relation to such matters and any consequent breaches of duty.
(i) By an agreement dated 12 February 2020 and made between Supreme 8 Limited and theCompany Supreme 8 Limited lent the Company £3,392,000 unsecured at an interest rate of3 per cent. above base rate. The loan is repayable on demand by no less than 24 months’ notice.
(j) On 26 January 2021 Supreme Imports sold for £1 to Aditi Chadha 1 ordinary share of £1 in SairaShoes Limited which was a dormant subsidiary of Supreme Imports.
(k) During the period covered by the Historical Financial Information in Section B of Part IV of thisdocument, by the Historical Financial Information in Section B of Part V of this document and theUnaudited Interim Financial Information of the Group in Section B of Part VI of this documenthistorical financial information and from 1 October 2020 to the date of this document theCompany has made dividend payments to Sandy Chadha and his related parties (namely SandyChadha and/or Aditi Chadha and Sandy Chadha and/or Supreme 8 Limited (a companycontrolled by Sandy Chadha)). The aggregate dividend payments are as set out below:
AggregatePeriod dividend paid
1 April 2017 to 31 March 2018 Nil1 April 2018 to 31 March 2019 £16,288,3401 April 2019 to 31 March 2020 £11,000,0001 April 2020 to 26 January 2021 £3,000,000
9. Placing and Lock-in Arrangements
A placing agreement dated 26 January 2021 between (1) the Company, (2) the Directors, (3) the SellingShareholders, (4) Berenberg and (5) Grant Thornton, pursuant to which Berenberg has conditionallyagreed to use its reasonable endeavours to arrange for placees to subscribe for or purchase 50,373,135Placing Shares at the Placing Price, The agreement is conditional, inter alia, upon Admission taking placeon or before 1 February 2021 or such later date as Berenberg, Grant Thornton and the Company mayagree but in any event not later than 26 February 2021. The Company and the Selling Shareholders haveeach agreed to pay Berenberg a commission and the Company has agreed to pay to each of Berenbergand Grant Thornton a corporate finance fee. The Company will pay certain other costs and expenses(including any applicable VAT) of, or incidental to, the Placing including all fees and expenses payable inconnection with Admission, expenses of the registrars, printing and advertising expenses, postage andall other legal, accounting and other professional fees and expenses.
The agreement contains certain warranties given by the Company, the Directors and the SellingShareholders in favour of Berenberg and Grant Thornton as to, amongst other things, the business andoperations of the Group, and the accuracy of information contained in this document, and an indemnityfrom the Company in favour of Berenberg and Grant Thornton in a form customary for an agreement ofthis nature.
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Furthermore the agreement contains a 12 month lock-in period, during which the Primary SellingShareholder and each of the Directors have agreed (subject to certain exceptions) not to offer, sell orcontract to sell or otherwise dispose of any Shares or interests in shares (each a “Disposal”), withoutthe prior consent of Berenberg and Grant Thornton. In addition, each has also agreed (subject to certainexceptions) that any Disposal in the subsequent 12 month period will be undertaken by Berenberg (orthe Company’s broker from time to time).
Berenberg and/or Grant Thornton may terminate the Placing Agreement in specified circumstancesprior to Admission, including, among other things, in the event of a material breach of the PlacingAgreement (or the warranties therein) or of any applicable law or regulation in relation to the Placing orAdmission; a material adverse change in the Group; or a material adverse change in national orinternational monetary, political, financial or economic conditions, currency exchange rates, foreignexchange controls, stock market trading or commercial banking activities (which would in the judgmentof Berenberg and/or Grant Thornton, acting in good faith, amongst other things, be likely to prejudicethe success of the Placing).
Under the terms of the invitations referred to at paragraph 3(g) above each employee option holder has,amongst other things:
(a) instructed that that his Employee Shares issued on the exercise of his option be registered in thename of Supreme Nominees Limited;
(b) has authorised Supreme Nominees Limited to sell those Employee Shares in the Placing at thePlacing Price and to enter into the Placing arrangements;
(c) has granted a power of attorney to Supreme and others to facilitate the placing of the relevantEmployee Shares and
(d) instructed Supreme Nominees Limited to account to the option holder for the net proceeds of saleafter the deduction of any commissions, fees, costs and expenses and any applicable taxes.
10. Material contracts
The following contracts, not being contracts entered into in the ordinary course of business are eithermaterial and have been entered into by the Company or members of its Group in the period of two yearspreceding the date of this document or have been entered into by the Company or members of itsGroup prior to that period and under which a member of the Group has any obligation or entitlementwhich is material at the date of this document:
(a) The share exchange agreement referred to in paragraph 8(d) above.
(b) The Relationship Agreement referred to in paragraph 8(e) above.
(c) The Placing Agreement referred to in paragraph 9 above.
(d) A nominated adviser agreement, dated 26 January 2021 between Grant Thornton, the Companyand the Directors pursuant to which, and conditional on Admission, Grant Thornton agrees to actas the Company’s nominated adviser in accordance with the AIM Rules for Companies and AIMRules for Nominated Advisers, coordinating communications and acting as primary contact withthe AIM team, providing advice and guidance in relation to the AIM Rules for Companies oncustomary terms. The Company has agreed to pay Grant Thornton an annual fee for its servicesas nominated adviser. The nominated adviser agreement contains certain indemnities given bythe Company to Grant Thornton.
(e) A broker engagement letter dated 26 January 2021 between Berenberg and the Companypursuant to which, following Admission, Berenberg agrees to provide the Company with certainbrokerage services. There is an annual fee which is payable half-yearly in advance commencingon 1 February 2022.
(f) On 8 March 2018, Supreme Imports Limited entered into an invoice discounting facility withHSBC Invoice Finance (“HSBCIF”) which was varied on 19 October 2018 and has been furthervaried with effect from 4 November 2020. The facility (as varied) has a prepayment facility limitof £8,500,000. The agreement (as varied) is for a minimum 18-month term from 4 November
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2020 and thereafter until terminated by no less than 3 months’ notice. Supreme Imports Limitedhas agreed not to give such notice before 31 October 2022. Subject to certain provisions on,inter alia, concentration HSBCIF will invoice discount invoices issued by Supreme ImportsLimited for 85 per cent. of their value subject to such invoices being paid within 60 days. A servicecharge is payable for the facility and interest is payable on amounts advanced.
(g) On or about 1 January 2016, SI Jersey Limited entered into a licence agreement with J CBamford Excavators Limited (“JCB”) with Supreme Imports Limited as the guarantor. The licenceagreement granted SI Jersey Limited (and Supreme Imports Limited as SI Jersey Limited’sapproved sub-licensee) the exclusive right to manufacture and sell JCB branded batteries in theUK, Eire and other specific countries with a commencement date of 1 January 2016. This licencewas novated from SI Jersey Limited to Supreme Imports Limited by a deed of novation dated18 April 2018. The licence was extended on 25 June 2020 and now terminates on 31 December2024.
(h) On or about 1 September 2016, SI Jersey Limited entered into a licence agreement with J CBamford Excavators Limited (“JCB”) with Supreme Imports Limited as the guarantor. The licenceagreement granted SI Jersey Limited (who sub-licensed it to Supreme Imports Limited) theexclusive right to manufacture and sell JCB branded LED products in the UK, Eire and Malta witha commencement date of 1 September 2016 and terminating on 31 August 2018. This licencewas novated from SI Jersey Limited to Supreme Imports Limited by a deed of novation dated18 April 2018 and varied both by that deed and subsequently on 25 June 2020, inter alia, so thatthe licence now terminates on 31 August 2024.
(i) On 1 January 2017, Supreme Imports Limited entered into a licence agreement with EnergizerBrands LLC. The licence agreement grants Supreme Imports Limited the non-exclusive right tomanufacture and sell certain Energizer and/or Eveready branded light bulbs and to use theEnergizer character in named countries in the UK, Europe, Middle East, Africa and Asia Pacific.The licence agreement is for a fixed term of 5 years expiring on 31 December 2024.
(j) On 28 March 2018 Supreme Imports Limited entered into a lease with Chadha Properties Limited(an Isle of Man company controlled by GS Chadha the father of Sandy Chadha) whereby from5 May 2018 Supreme Imports leased premises at 4 Beacon Road, Ashburton Road West,Trafford Park Manchester for a period of 5 years on substantially identical terms (save for thedate of commencement of the lease, the date of the next rent review (which is 3 years from 5 May2018) and that date of expiry of the lease) to that of the previous lease Supreme Imports had forthe same premises. The rent passing was not increased from that paid under Supreme ImportsLimited’s previous lease with Chadha Properties Limited for the same premises. The Directorsbelieve that on any review of the rent passing under this lease (which is due to occur in 2021)the rent is likely to increase.
(k) A lease agreement in respect of Part of Unit 1 and part of Unit 2 The Royce Trading Estate,Ashburton Road West, Trafford Park, Manchester, Greater Manchester, M17 1RY was enteredinto between Supreme Imports Limited and F H Lee Ltd. The lease was entered into on 14 March2019 for a period of 5 years from 8 August 2018 and expires on 28 July 2023.
(l) A share purchase agreement dated 24 May 2018 between Paul Dyer and Mark Parvin (1) andSupreme Imports Limited (2) whereby Supreme Imports Limited acquired the entire issued sharecapital of Powerquick Limited for a consideration of £250,000 following the conclusion of a netasset calculation as at completion.
(m) On 1 December 2018 Provider Distribution Limited entered into any agreement with BarclaysBank PLC for an overdraft facility for the amount of £485,000. This is secured by an all moniesdebenture in favour of Barclays Bank PLC. The facility is repayable on demand.
(n) An agreement dated 17 June 2019 between LED Hut Fulfilment Services Limited (inadministration) (1) Tracy Pye and David Costley-Wood (2) and Supreme 88 Limited (3) wherebynow Supreme 88 Limited acquired the undertaking and certain of the assets of the business ofLED Hut Fulfilment Services Limited (in administration) for a consideration of £346,624.
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(o) A share purchase agreement dated 12 November 2019 between Mrs Edith E.H. Esser (1)Mrs Lynda M.J. Esser (2) and Supreme 88 Limited (3) whereby Supreme 88 Limited acquired theshare capital of Holding Esser Affairs BV for a consideration of €1,553,216.
(p) A share purchase agreement dated 28 February 2020 between Andrew Cockburn and Others (1)and the Company (2) whereby the Company acquired the entire issued share capital of ProviderCash & Carry Limited (now called Provider Distribution Limited) for a consideration of£3,544,564.
(q) An amendment and restatement agreement dated 26 March 2020 and made between theCompany (1) Supreme Imports (2) and HSBC Bank PLC (3) which amended and restated asterling term facilities agreement between the parties dated 21 December 2018. The agreementmade available facilities of up to £26,000,000 in total divided into three facilities namely an A1Facility of £12,500,000 to be repaid in quarterly instalments of £781,250, an A2 Facility of£6,000,000 to be repaid in quarterly instalments of £545,000, and a Facility B of £7,500,000 tobe repaid in full on the termination date being 5 years from the date of the agreement.
(r) On 8 October 2020, Supreme Imports Limited entered into a facilities letter dated 24 September2020 with HSBC UK Bank PLC (“HSBC”). The facilities may be cancelled at any time and werelast scheduled for review in October 2020. The facilities granted allow access, inter alia, to asmall international business overdraft, bank guarantees (with a limit of £1,200,000), and variousimport based loans (e.g. letters of credit) (with an aggregate limit of £4,500,000). Interest ispayable on amounts advanced. The margin varies depending which facility is used from 2.14 percent. to 2.4 per cent as does the reference rate to which the margin is added which might be overBank of England base rate, ECB main refinancing rate, mid point of Federal Reserve targetrange, Swiss National Bank 3 month LIBOR target midpoint or Czech National Bank DiscountRate from time to time.
(s) A share purchase agreement dated 30 October 2020 between Shaun Gibbons (1) Kevin Smith(2) and Supreme Imports Limited (3) whereby the Company acquired the entire issued sharecapital of GT Divisions Limited for a consideration of £1,000,000 to be adjusted based on thelevel of net assets following the conclusion of a net asset calculation as at completion.
(t) A facility letter dated 23 November 2020 between HSBC Bank PLC (1) and Supreme ImportsLimited (pursuant to which the HSBC Bank PLC made available a facility for foreign exchangecontracts and currency options with a facility limited of USD$8,000,000. The facilities may becancelled at any time and are scheduled for review in January 2021. HSBC Bank PLC may in itsdiscretion decide whether or not to allow a utilisation of the Facility and may specify pre-conditions to such drawing. Interest is payable on amounts advanced.
11. Selling Shareholders
The following table contains details of the Selling Shareholders and the Shares to be sold by thempursuant to the Placing:
Position, office or material relationship
Number with the Group Name Business address of Shares during the past 3 years
41,684,248 Chief Executive Officer
2,193,907
897,965
4 Beacon Road Trafford ParkManchester M17 1AF
Sandy Chadha
Employee and ChiefExecutive Officerrespectively
4 Beacon Road Trafford ParkManchester M17 1AF
Aditi Chadha and SandyChadha as trustees of theChadha Discretionary Trust2020
On behalf of a numberof employees of theGroup holding options
4 Beacon Road Trafford ParkManchester M17 1AF
Supreme Nominees Limited
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12. Taxation
The following summary, which is intended as a general guide only, outlines certain aspects of currentUK tax legislation, and what is understood to be the current practice of HMRC in the United Kingdomregarding the ownership and disposal of ordinary shares. This summary is not a complete andexhaustive analysis of all the potential UK tax consequences for holders of Shares. It addresses certainlimited aspects of the UK taxation position of UK resident and domiciled Shareholders who arebeneficial owners of their Shares and who hold their Shares as an investment (and not as employmentrelated securities or through an “Individual Saving Account” or “Self Invested Personal Pension”).
Any person who is in any doubt as to his or her tax position or who is subject to taxation in a jurisdictionother than the UK should consult his or her professional advisers immediately as to the taxationconsequences of their purchase, ownership and disposition of Shares. This summary is based oncurrent United Kingdom tax legislation. Shareholders should be aware that future legislative,administrative and judicial changes could affect the taxation consequences described below
(a) Taxation of dividends
There is no UK withholding tax on dividends, including cases where dividends are paid to aShareholder who is not resident (for tax purposes) in the UK.
(i) Individual Shareholders
Shareholders who are individuals receive a tax-free dividend allowance of £2,000 per taxyear and are liable to UK income tax on the amount of any dividends received over this.The rates of income tax on dividend income that exceed the tax free allowance are 7.5 percent. for basic rate taxpayers, 32.5 per cent. for higher rate taxpayers and 38.1 per cent.for additional rate taxpayers.
(ii) Corporate Shareholders
UK resident corporate shareholders and pension funds will not normally be liable to UKtaxation on any dividend received.
(b) Taxation of chargeable gains
For the purpose of UK tax on chargeable gains, the acquisition of Shares pursuant to the Placingwill be regarded as an acquisition of a new holding in the share capital of the Company. TheShares so allotted will, for the purpose of tax on chargeable gains, be treated as acquired on thedate of allotment. The amount paid for the Shares will usually constitute the base cost of ashareholder’s holding.
(i) Individual Shareholders
If a UK resident individual Shareholder disposes of all or some of his or her Shares aliability to tax on chargeable gains may, depending on their circumstances, arise. Theshareholder’s annual exemption (currently £12,300 for individuals for 2020/21 tax year)and any capital losses they have may reduce the chargeable gain. UK resident individualsare generally subject to capital gains tax at a current flat rate of 20 per cent. (reduced to10 per cent. where a gain falls within an individual’s unused basic rate income tax band).Trustees and personal representatives are generally subject to capital gains tax at20 per cent.
A Shareholder who is not resident in the UK for tax purposes, but who carries on a trade,profession or vocation in the UK through a permanent establishment (where theShareholder is a company) or through a branch or agency (where the Shareholder is nota company) and has used, held or acquired the Shares for the purposes of such trade,profession or vocation or such permanent establishment, branch or agency (asappropriate) will be subject to UK tax on capital gains on the disposal of Shares. Inaddition, any holders of Shares who are individuals and who dispose of shares while theyare temporarily non-resident may be treated as disposing of them in the tax year in whichthey again become resident in the UK.
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(ii) Corporate Shareholders
Disposals realised by corporate Shareholders within the charge to corporation tax(currently 19 per cent.) may give rise to a chargeable gain or an allowable loss, subject tothe availability of an exemption (e.g. the substantial shareholding exemption) or relief.
(c) Inheritance tax
The Shares are assets situated in the United Kingdom for the purposes of UK inheritance tax.A gift of Shares by, or on the death of, an individual Shareholder may (subject to certainexemptions and reliefs) give rise to a liability to UK inheritance tax even if the Shareholder isneither domiciled nor deemed to be domiciled in the United Kingdom.
(d) AIM
Companies whose shares trade on AIM are deemed unlisted for the purposes of certain areas ofUK taxation. Following Admission, Shares held by individuals for at least two years fromAdmission may qualify for more generous exemptions from inheritance tax on death or in relationto lifetime transfers of those Shares. Shareholders should consult their own professional adviserson whether an investment in an AIM security is suitable for them, or whether the tax benefitreferred to above maybe available to them.
(e) Stamp duty and stamp duty reserve tax
No UK stamp duty will be payable on the issue by the Company of Shares and no stamp duty orstamp duty reserve tax is payable on transactions in shares traded on AIM where the shares arenot also listed on a recognised stock market.
Any person who is in any doubt as to his or her tax position or who may be subject to taxin any other jurisdiction should consult his or her professional adviser.
13. Investments
Except as set out in this document there have been no investments made by any member of the Groupor to be made in the future in respect of which firm commitments have been made.
14. Working capital
In the opinion of the Directors, having made due and careful enquiry and taking into account the netproceeds of the Placing, the working capital available to the Company and the Group will be sufficientfor its present requirements, that is for at least the next twelve months from the date of Admission.
15. Litigation
Save as disclosed below, no member of the Group is or has been involved in any governmental, legalor arbitration proceedings during the 12 months preceding the date of this document which may haveor have had in the recent past a significant effect on the financial position or profitability of the Groupand, so far as the Company is aware, there are no such proceedings pending or threatened.
Philips Lighting BV (“Philips”)
On or about 30 June 2016, Supreme Imports Limited was approached by Philips and invited to join itsEnabLED Licensing Program which would, inter alia, have entailed a royalty payment to Philips.Through a series of correspondence between Supreme Imports Limited and Philips, it was inferred thatthe Group’s Trillion LED range infringed some of Philips’ patents. During this time, Philips approachedSupreme Imports Limited’s manufacturer in China but it did not particularise any problems with theTrillion LED range. Philips has not taken any steps to press any patent infringement since June 2016and has not provided the Group with sufficient particulars of any alleged breach to enable the Group toassess whether any breach actually occurred and, if so, what, if any, potential for damages flow fromsuch breach. The Group ceased to manufacture the Trillion range in 2016 although it continues to sellits stock which it intends to continue to do until the stock is exhausted or otherwise not saleable.
The Group is aware that JCB and Energizer have had letters from Philips in relation to LED lightingmanufactured by Supreme under licence inferring that this infringed some of Philips’ patents. The terms
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of Supreme’s arrangements with Energizer and JCB are such that Supreme are obliged to indemnifyEnergizer and JCB against any such claims. In both cases, specific details of any actual breach has notbeen particularised and therefore whether in fact there is a breach and if so what, if any, potential fordamages flow from such breach is impossible for the Group to assess.
Health and Safety Executive (“HSE”)
On 22 October 2020 an agency worker contracted to VN Labs Limited sustained a serious injury to hishand. The full extent of the injuries are yet to be determined. The Company immediately notified theHealth and Safety Executive in England who are investigating. The Company continues to make allresources available to the HSE and will co-operate until the matter is concluded. Enforcement methodsavailable to the HSE inspectors include providing written information regarding breaches of law;requiring improvements in the way risks are managed; stopping certain activities where they createserious risks; and recommending and bringing, prosecutions where there has been a serious breach oflaw. The matter has been notified to VN Labs’ insurers. There is not expected to be any materialadverse financial impact on the Company.
16. Takeover Bids, Squeeze-out Rules, Sell-out Rules, Public Takeover Bids and Notification ofMajor Interests in Shares
(a) Takeover Bids
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if an acquisitionof Shares and/or interests therein were to increase the aggregate interest of the acquirer and itsconcert parties in shares carrying 30 per cent. or more of the voting rights in the Company, theacquirer and, depending on the circumstances, its concert parties, would be required (except withthe consent of the Takeover Panel) to make a cash offer for the Shares not already held by themat a price not less than the highest price paid for the Shares by the acquirer or its concert partiesduring the previous 12 months.
Under Rule 9 of the Takeover Code, this requirement would also be triggered by any acquisitionof Shares and/or interest therein by a person (together with its concert parties) interested inshares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect ofsuch acquisition were to increase those persons’ percentage interest in the total voting rights ofthe Company.
“Interests in shares” is defined broadly in the Takeover Code. A person who has long economicexposure, whether absolute or conditional, to changes in the price of shares will be treated asinterested in those shares. A person who only has a short position in shares will not be treatedas interested in those shares.
“Voting rights” for these purposes means all the voting rights attributable to the share capital ofa company which are currently exercisable at a general meeting.
Persons acting in concert (and concert parties) comprise persons who, pursuant to an agreementor understanding (whether formal or informal), co-operate to obtain or consolidate control of acompany or to frustrate the successful outcome of an offer for a company. Certain categories ofpeople are deemed under the Takeover Code to be acting in concert with each other unless thecontrary is established.
(b) Squeeze-out Rules
Under the Companies Act, if an offeror were to acquire 90 per cent. of the Shares to which anoffer relates, within four months of making its offer it could then compulsorily acquire theremaining 10 per cent. It would do so by sending a notice to outstanding Shareholders tellingthem that it will compulsorily acquire their shares and then, six weeks later, it would execute atransfer of the outstanding shares in favour of the offeror and pay the consideration to theCompany, which would hold the consideration in trust for outstanding Shareholders.
The consideration offered to the Shareholders whose shares are compulsorily acquired under theCompanies Act must, in general, be the same as the consideration that was available under thetakeover offer unless the Shareholders can show that the offer value is unfair.
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(c) Sell-out Rules
The Companies Act also gives minority Shareholders a right to be bought out in certaincircumstances by an offeror who had made a takeover offer. If a takeover offer related to all theShares and at any time before the end of the period within which the offer could be accepted, theofferor held or had agreed to acquire not less than 90 per cent. of the Shares, any holder ofShares to which the offer relates who has not accepted the offer can by a written communicationto the offeror require it to acquire those shares. The offeror is required to give any Shareholdernotice of his right to be bought out within one month of that right arising.
The offeror may impose a time limit on the rights of minority Shareholders to be bought out, butthat period cannot end less than three months after the end of the acceptance period. If aShareholder exercises its rights, the offeror is bound to acquire those shares on the terms of theoffer or on such other terms as may be agreed.
(d) Public Takeover Bids
There have been no public takeover bids by third parties in respect of the Company’s sharecapital since incorporation.
(e) Notification of major interests in Shares
Chapter 5 of the Disclosure and Transparency Rules published by the FCA makes provisionsregarding notification of certain shareholdings and holdings of financial instruments.
Where a person holds voting rights in the Company as a Shareholder through direct or indirectholdings of financial instruments, then that person has an obligation to make a notification to theFCA and the Company of the percentage of voting rights held where that percentage reaches,exceeds or falls below three per cent. or any whole percentage point above three per cent.
The requirement to notify also applies where a person is an indirect Shareholder and can acquire,dispose of or exercise voting rights in certain cases.
Shareholders are encouraged to consider their notification and disclosure obligations carefully asa failure to make any required notification to the Company may result in disenfranchisementpursuant to the Articles (see paragraph 4(a) of this Part IX above).
17. General
(a) Save as disclosed in this document, there has been no significant change in the financial positionor financial performance of the Group since 30 September 2020, being the date to which thelatest unaudited interim financial information set out in Part VI of this document in relation toSupreme was prepared.
(b) BDO LLP has given and not withdrawn its consent to the inclusion of its reports in Section A ofPart IV, Section A of Part V and Section A of Part VI of this document in the form and context inwhich they appear.
(c) Berenberg has given and has not withdrawn its written consent to the inclusion in this documentof its name in the form and context in which it appears.
(d) Grant Thornton has given and has not withdrawn its written consent to the inclusion in thisdocument of its name in the form and context in which it appears.
(e) The gross proceeds of the Placing receivable by the Company are expected to be £7.5 million.The total costs and expenses of and incidental to Admission and the Placing, payable by theCompany, (including registration and London Stock Exchange fees, printing, advertising anddistribution costs, legal, accounting, corporate finance and public relations fees and expenses)are estimated to amount to approximately £1.9 million (net of recoverable VAT).
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(f) The Group relies on intellectual property laws to protect certain aspects of its business and, inparticular, its copyright in e-liquids originated by it. In addition the Group has a number of domainnames for use as websites and/or email addresses. The Group has the following trademarkswhich it uses in the ordinary course of its business:
Registered Registration Effective RenewalTrademark no Mark Class(es) Date Date Date
UK00003395567 88CBD 5/34/35 23/08/2019 29/04/2019 29/04/2029
UK00003071511 88vape 34 05/12/2014 08/09/2014 08/09/2024
EU017579632 88vape 34 20/04/2018 11/12/2017 11/12/2027
EU018009551 Battle 29, 30 04/05/2019 14/01/2019 14/01/2029
EU013658968 Battle Oats 43, 29, 30 04/05/2015 20/01/2015 20/01/2025
013359344(Israel) DYNABAR 5, 30 10/03/2015
013359377(Israel) DYNAGO 5, 30 10/03/2015
013359211(Israel) DYNAPRO 5, 30 10/03/2015
UK00003017166 Go Nutrition 5/29/30/32 22/11/2013 07/08/2013 07/08/2023
UK00002644922 KIK 34 08/03/2013 06/12/2012 06/12/2022
TMZC22894446CSGG
(China) KIK 27/11/2017
UK00003516625 Little Millions 5 06/11/2020 28/07/2020 28/07/2030
UK00003536567 Millions 5 Not yet granted 23/09/2020
UK00003536568 Millions & Millions 5 Not yet granted 23/09/2020
UK00003059669 Protein Dynamix 5 03/10/2014 12/06/2014 12/06/2024
1706940(Canada) Protein Dynamix 5 14/09/2016
2014/33989(South Africa) Protein Dynamix 5 11/12/2014
UK00003017155 Solo 5 08/11/2013 070/8/2013 07/08/2023
UK00003273339 Total CBD 5, 34 27/11/2017 27/11/2017 27/11/2027
UK00003232779 Trance Vape 34 11/08/2017 22/05/2017 22/05/2027
UK00003022722 Trillion 11 13/12/2013 19/09/2013 19/09/2023
UK00003024443 Trillion 9 27/12/2013 02/10/2013 02/10/2023
Save as disclosed in this document, the Company is not dependent on any patents, licences,industrial or commercial or financial contracts or new manufacturing processes which have amaterial effect on the Company’s business or profitability.
(g) There are no arrangements under which future dividends are waived or agreed to be waived.
(h) The financial information set out in this document does not constitute statutory accounts withinthe meaning of section 434 of the Companies Act. Statutory accounts for Supreme ImportsLimited for the three years ended 31 March 2018, 2019 and 2020 have been delivered to theRegistrar of Companies in England and Wales. The auditors to Supreme Imports Limited for thethree years ended 31 March 2018, 2019 and 2020 were BDO LLP a member firm of the Instituteof Chartered Accountants in England and Wales. BDO LLP have made reports in the statutoryaccounts of Supreme Imports Limited for each period. Such reports are unqualified andcontained no statement under section 498(2) or 498(3) of the Companies Act. Statutory accountsfor the Company for the two years ended 30 June 2017 and 2018, the nine month period ended31 March 2019 and year ended 31 March 2020 have been delivered to the Registrar ofCompanies in England and Wales. The auditors to the Company for the nine months ended31 March 2019 and the year ended 31 March 2020 were BDO LLP a member firm of the Instituteof Chartered Accountants in England and Wales. BDO LLP have made reports in the statutoryaccounts of the Company for each period. Such reports are unqualified and contained nostatement under section 498(2) or 498(3) of the Companies Act. The accounts for the two yearsended 30 June 2017 and 2018 were unaudited.
(i) The Shares will only be traded on AIM.
(j) The Company’s registrar and paying agent for the payment of dividends is Equiniti, AspectHouse, Spencer Road, Lancing, West Sussex BN99 6DA.
(k) Save as disclosed in this document there have been no interruptions in the business of theGroup, which may have or have had a significant effect on the financial position of the Group orwhich are likely to have a material effect on the prospects of the Group for the next 12 months.
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(l) Save as disclosed in this document the Directors are not aware of any trends, uncertainties,demands, commitments or events that are reasonably likely to have a material effect on theGroup’s prospects for the current financial year.
(m) Since the date of its incorporation on 13 June 2006 up to the acquisition of the issued sharecapital of SI Holdings on 8 March 2018, the Company had not commenced operations and it hadno material assets or liabilities, and therefore only dormant company accounts have beenprepared for periods ended on or before 8 March 2018.
(n) The following are the premises leased or licensed by the Group
Address Tenure Nature of Premises Expiry Date
Leasehold 4 May 2023
Leasehold Warehousing 28 July 2023
Leasehold Warehousing 15 November 2025
Leasehold 22 February 2022
Leasehold 10 March 2022
Leasehold Storage and Distribution 30 June 2022
(o) Except for fees payable to the professional advisers whose names are set out in Part I of thisdocument, payments to trade suppliers, and save for fees paid to DWF Law LLP in respect oflegal advice and fees paid to PricewaterhouseCoopers in respect of tax advice, no person hasreceived any fees, securities in the Company or other benefit to a value of £10,000 or more,whether directly or indirectly, from the Company within the 12 months preceding the applicationfor Admission, or has entered into any contractual arrangement to receive from the Company,directly or indirectly, any such fees, securities or other benefit on or after Admission.
(p) Save as disclosed in this document, the Directors are unaware of any exceptional factors whichhave influenced the Company’s activities.
(q) Where information has been sourced from a third party, the Company confirms that theinformation has been accurately reproduced and the source of the information has beenidentified, and that as far as it is aware and is able to ascertain from the information published bythose third parties, no facts have been omitted which would render the information producedinaccurate or misleading.
(r) Save as disclosed in this document, the Directors are unaware of any environmental issue thatmay affect the Group’s utilisation of its tangible fixed assets and the Directors have not identifiedany events that have occurred since the end of the last financial year and which are consideredlikely to have a material effect on the Company’s prospects for the current financial year.
(s) In the financial year ended 31 March 2020 the Group employed on average 83 temporaryemployees.
(t) Save as disclosed in this document, there have been no significant recent trends in production,sales and inventory and costs and selling prices of the Group since 31 March 2020.
Main office, warehouseand vaping clean room
4 Beacon Road, AshburtonRoad West, Trafford ParkManchester, M17 1AF
Part of Unit 1 and part ofUnit 2 The Royce TradingEstate, Ashburton RoadWest, Trafford Park, GreaterManchester M17 1RY
Units 3 & 4 SevernsideTrading Estate, TraffordPark, M17 1WA
Warehousing andancillary offices
Unit 1 Hollinshead Mill, StJames Road, Blackburn,BB1 8ET
Warehousing andancillary offices
Units A & B HollinsheadMill, St James Road,Blackburn, BB1 8ET
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(u) The accounting reference date of the Company is 31 March.
18. Documents available for inspection
Copies of this document will be available free of charge to the public during normal business hours onany day (except Saturdays, Sundays and public holidays) at the registered office of the Company forone month from the date of this document. This document is also available on the Company’s website,www.supreme.co.uk.
Dated: 27January 2021
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